SHAWMUT NATIONAL CORP
10-K, 1994-03-02
NATIONAL COMMERCIAL BANKS
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                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549



                                    FORM 10-K

           xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 1993

                                        OR

           "TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
           For the transition period from         to


                          Commission file number 1-10102

                       SHAWMUT NATIONAL CORPORATION
              (Exact name of registrant as specified in its charter)

                        Delaware                          06-1212629
               (State or other jurisdiction of    (I.R.S. Employer 
																incorporation or organization)     Identification No.)

            777 Main Street, Hartford, Connecticut                06115
           One Federal Street, Boston, Massachusetts              02211
           (Addresses of principal executive offices)
           (Zip Codes)

           Registrant's telephone numbers, including area codes
           (203) 728-2000 and (617) 292-2000

           Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
                 Title of each class                     which registered
              Common Stock, par value $0.01         New York Stock Exchange
              Depositary Shares representing a one-tenth
                 interest in a share of  9.30% cumulative
                 preferred stock   ($250 stated value)   New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                       None

                                 (Title of Class)

           Indicate by check mark whether the registrant (1) has filed
           all reports required to be filed by Section 13 or 15(d) of
           the Securities Exchange Act of 1934 during the preceding 12
           months (or for such shorter period that the registrant was
           required to file such reports), and (2) has been subject to
           such filing requirements for the past 90 days.  Yes  X  No .
                            (Cover Page 1 of 2 Pages)

                                                       Page 1 of  111   Pages

                                                     Exhibits Index on Page 20

<PAGE>

           Indicate by check mark if disclosure of delinquent filers
           pursuant to Item 405 of Regulation S-K is not contained
           herein, and will not be contained, to the best of
           registrant's knowledge, in definitive proxy or information
           statements incorporated by reference in Part III of this
           Form 10-K or any amendment to this Form 10-K. [ X ]

           The aggregate market value of the voting stock held by
           nonaffiliates of the registrant was
           $2,073,835,013.12 on February 22, 1994.

           As of February 22, 1994, 95,899,885 shares of the
           Corporation's common stock, $0.01 par value, were
           outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

           Selected information from the Corporation's 1994 Proxy
           Statement for the annual meeting to be held April 26, 1994,
           to be filed with the Securities and Exchange Commission
           pursuant to Regulation 14A, are incorporated by reference
           into Part III of this report.


                            (Cover Page 2 of 2 Pages)


<PAGE>                                                                        2


                           SHAWMUT NATIONAL CORPORATION

                       ANNUAL REPORT FOR 1993 ON FORM 10-K


                                TABLE OF CONTENTS

                                                                   PAGE

           PART 1

           Item 1.  Business                                        4
           Item 2.  Properties                                     10
           Item 3.  Legal Proceedings                              10
           Item 4.  Submission of Matters To a Vote of Security
                     Holders                                       12
           Executive Officers of the Registrant                    12


           PART II

           Item 5.  Market for the Registrant's Common Equity and
                     Related Stockholder Matters                   15
           Item 6.  Selected Financial Data                        15
           Item 7.  Management's Discussion and Analysis of
                     Financial Condition and Results of Operations 15
           Item 8.  Financial Statements and Supplementary Data    15
           Item 9.  Changes in and Disagreements with Accountants
                     on Accounting and Financial Disclosure        16


           PART III

           Item 10.  Directors and Executive Officers of the
                      Registrant                                   16
           Item 11.  Executive Compensation                        16
           Item 12.  Security Ownership of Certain Beneficial
                      Owners and Management                        16
           Item 13.  Certain Relationships and Related
                      Transactions                                 16


           PART IV


           Item 14.  Exhibits, Financial Statement Schedules, and
                      Reports on Form 8-K                          16


<PAGE>                                                                        3


                                      PART I

           ITEM 1.  Business.

               Shawmut National Corporation ("Corporation") is a
               multibank holding company, registered under the Bank
               Holding Company Act of 1956, as amended ("BHCA").  It
               was organized under the laws of the State of Delaware in
               October, 1987 and became a bank holding company on
               February 29, 1988 through the consummation of a plan of
               reorganization between Hartford National Corporation
               ("HNC") and Shawmut Corporation ("SC") pursuant to which
               both HNC and SC became wholly owned subsidiaries of the
               Corporation (the "Reorganization").  The Corporation
               maintains dual headquarters in the States of Connecticut
               and Massachusetts.

               The principal business of the Corporation is to provide,
               through its bank subsidiaries, comprehensive corporate,
               commercial, correspondent and individual banking
               services, and personal and corporate trust services
               through its network of approximately 270 branches located
               throughout Connecticut, Massachusetts and Rhode Island.  The
               Corporation's principal subsidiaries are Shawmut Bank
               Connecticut, National Association ("SBC"), Hartford,
               Connecticut and Shawmut Bank, National Association
               ("SBM"), Boston, Massachusetts.

               SBC is among the oldest banks in the United States,
               having opened for business on
               August 9, 1792 under a charter granted by the State of
               Connecticut to its first predecessor on May 29, 1792.
               In 1865 SBC converted into a national banking
               association, in 1969 it became a subsidiary of HNC, and
               in 1993 its present name was adopted.  At December 31,
               1993, SBC had assets of $14.5 billion and deposits of
               $8.4 billion. SBC had trust assets under management
               totaling $8.4 billion as of December 31, 1993.

               SBM, also among the oldest banks in the United States,
               was established in 1836, under a charter granted by the
               Commonwealth of Massachusetts to its first predecessor.
               In 1864 SBM converted to a national banking association,
               in 1964 it became a subsidiary of SC, and in 1986 its
               present name was adopted.  At December 31, 1993, SBM had
               assets of $12.9 billion and deposits of $7.5 billion.
               SBM had trust assets under management totaling
               $4.2 billion as of December 31, 1993.

               Through Shawmut Mortgage Company ("SMC"), which became a
               subsidiary of SBC at close of business December 31,
               1993, the Corporation provides other financial services.
               With its principal office in West Hartford, Connecticut,
               SMC originates, sells and services substantially all of
               the residential mortgages among the Corporation's
               subsidiaries.  In addition to its principal office, SMC
               maintains a network of 10 production offices in
               Connecticut, Massachusetts, Rhode Island and New
               Hampshire.  At December 31, 1993 it had assets of $508
               million.

               At December 31, 1993, the Corporation had assets of
               $27.2 billion, deposits of $15.3 billion, loans of $15.4
               billion and shareholders' equity of $1.8 billion.  A
               more detailed discussion concerning the Corporation's
               financial condition is contained in Part II of this
               report.

<PAGE>                                                                        4


               Supervision and Regulation

               General

               The Corporation is a bank holding company subject to
               supervision and regulation by the Board of Governors of
               the Federal Reserve System (the "Federal Reserve Board")
               pursuant to the BHCA, and files with the Federal Reserve
               Board an annual report and such additional reports as
               the Federal Reserve Board may require.  As a bank
               holding company, the Corporation's activities and those
               of its banking and nonbanking subsidiaries are limited
               to the business of banking and activities closely
               related or incidental to banking, and the Corporation
               may not directly or indirectly acquire the ownership or
               control of more than 5 percent of any class of voting
               shares or substantially all of the assets of any
               company, including a bank, without the prior approval of
               the Federal Reserve Board.

               The Corporation's subsidiary banks are subject to supervision
               and examination by various regulatory authorities.  The
               Office of the Comptroller of the Currency (the "OCC") is
               the primary bank supervisor of the Corporation's bank
               subsidiaries, SBC and SBM, both of which are national
               banks.  The deposits of the Corporation's subsidiary
               banks are insured by, and therefore the subsidiary banks
               are subject to the regulations of, the Federal Deposit
               Insurance Corporation (the "FDIC"), and are also subject
               to requirements and restrictions under federal and state
               law, including requirements to maintain reserves against
               deposits, restrictions on the types and amounts of loans
               that may be granted and the interest that may be charged
               thereon, and limitations on the types of investments
               that may be made and the types of services that may be
               offered.  Various consumer laws and regulations also
               affect the operations of the Corporation's subsidiary
               banks.  Regulatory limitations on the payment of
               dividends to the Corporation by its banking subsidiaries
               are discussed in Note 16 (Regulatory Matters) to the
               consolidated financial statements on page F-34 of this
               report.

               Holding Company Liability

               Federal Reserve Board policy requires bank holding
               companies to serve as a source of financial strength to
               their subsidiary banks by standing ready to use
               available resources to provide adequate capital funds to
               subsidiary banks during periods of financial stress or
               adversity.  A bank holding company also could be liable
               under certain provisions of a new banking law for the
               capital deficiencies of an undercapitalized bank
               subsidiary.  In the event of a bank holding company's
               bankruptcy under Chapter 11 of the U.S. Bankruptcy Code,
               the trustee will be deemed to have assumed and is
               required to cure immediately any deficit under any
               commitment by the debtor to any of the federal banking
               agencies to maintain the capital of an insured
               depository institution, and any claim for a subsequent
               breach of such obligation will generally have priority
               over most other unsecured claims.

               Transactions with Affiliates

               The Corporation's subsidiary banks are subject to
               restrictions under federal law which limit certain
               transactions by each of them with the Corporation and
               its nonbanking subsidiaries, including loans, other
               extensions of credit, investments or asset purchases.
               Such transactions by any subsidiary bank with any one
               affiliate are limited in amount to 10 percent of such
               subsidiary bank's capital and surplus and with all
               affiliates to 20 percent of such subsidiary bank's
               capital and surplus.  Furthermore, such loans and
               extensions of credit, as well as certain other
               transactions, are required to be secured in accordance
               with specific statutory requirements.  The purchase of
<PAGE>                                                                        5
               low quality assets from affiliates is generally
               prohibited.  Federal law also provides that certain
               transactions with affiliates, including loans and asset
               purchases, must be on terms and under circumstances,
               including credit standards, that are substantially the
               same, or at least as favorable to the institution as
               those prevailing at the time for comparable transactions
               involving other non-qualified companies or, in the
               absence of comparable transactions, on terms and under
               circumstances, including credit standards, that in good
               faith would be offered to, or would apply to,
               nonaffiliated companies.

               Certain regulations require the maintenance of minimum
               risk-based capital ratios, which are calculated with
               reference to risk-weighted assets, which include on- and
               off-balance sheet exposures.  The Federal Reserve Board
               and the OCC have established guidelines for both the
               Corporation and its national banks, which are generally
               similar.  The Federal Reserve Board and the OCC have
               also adopted minimum leverage ratios for bank holding
               companies and national banks.  For a further discussion
               concerning capital guidelines and minimum leverage
               ratios, see Note 16 (Regulatory Matters) to the
               consolidated financial statements on page F-34 of this
               report.

               FIRREA

               Recent federal legislation that affects the competitive
               environment for the Corporation and its subsidiaries
               includes the Financial Institutions Reform, Recovery and
               Enforcement Act of 1989 ("FIRREA") which, among other
               things, provides for the acquisition of thrift
               institutions by bank holding companies, increases
               deposit insurance assessments for insured banks,
               broadens the enforcement power of federal bank
               regulatory agencies, and provides that any FDIC-insured
               depository institution may be liable for any loss
               incurred by the FDIC, or any loss which the FDIC
               reasonably anticipates incurring, in connection with the
               default of any commonly controlled FDIC-insured
               depository institution or any assistance provided by the
               FDIC to any such institution in danger of default.

               Recent Statutory Changes

               The Federal Deposit Insurance Corporation Improvement
               Act of 1991 ("FDICIA") substantially revises the
               depository institution regulatory and funding provisions
               of the Federal Deposit Insurance Act and makes revisions
               to several other federal banking statutes.

               Among other things, FDICIA requires the federal banking
               regulators to take prompt supervisory and regulatory
               actions against undercapitalized depository
               institutions.  FDICIA establishes five capital
               categories:  "well capitalized," "adequately
               capitalized," "undercapitalized," "significantly
               undercapitalized," and "critically undercapitalized."

               Under the regulations, a "well capitalized" institution
               has a minimum total capital to total risk-weighted
               assets ratio of at least 10 percent, a minimum Tier I
               capital to total risk-weighted assets ratio of at least
               6 percent, a minimum leverage ratio of at least 5
               percent and is not subject to any written order,
               agreement, or directive; an "adequately capitalized"
               institution has a total capital to total risk-weighted
               assets ratio of at least 8 percent, a Tier I capital to
               total risk-weighted assets ratio of at least 4 percent,
               and a leverage ratio of at least 4 percent (3 percent if
               given the highest regulatory rating and not experiencing
               significant growth), but does not qualify as "well
               capitalized."  An "undercapitalized" institution fails
               to meet any one of the three minimum capital
               requirements.  A "significantly undercapitalized"
               institution has a total capital to total risk-weighted
               assets ratio of less than 6 percent, a Tier 1 capital to
               total risk-weighted assets ratio of less than 3 percent
<PAGE>                                                                        6
               or a Tier 1 leverage ratio of less than 3 percent.  A
               "critically undercapitalized" institution has a Tier 1
               leverage ratio of 2 percent or less.  Under certain
               circumstances, a "well capitalized," "adequately
               capitalized" or "undercapitalized" institution may be
               required to comply with supervisory actions as if the
               institution were in the next lowest capital category.

               FDICIA generally prohibits a depository institution from
               making any capital distribution (including payment of a
               dividend) or paying any management fee to its holding
               company if the depository institution would thereafter
               be undercapitalized. Effective December 19, 1993,
               undercapitalized depository institutions are subject to
               restrictions on borrowing from the Federal Reserve
               System.  In addition, undercapitalized depository
               institutions are subject to growth and activity
               limitations and are required to submit "acceptable"
               capital restoration plans.  Such a plan will not be
               accepted unless, among other things, the depository
               institution's holding company guarantees the capital
               plan, up to an amount equal to the lesser of five
               percent of the depository institution's assets at the
               time it becomes undercapitalized or the amount of the
               capital deficiency when the institution fails to comply
               with the plan.  The federal banking agencies may not
               accept a capital plan without determining, among other
               things, that the plan is based on realistic assumptions
               and is likely to succeed in restoring the depository
               institution's capital.  If a depository institution
               fails to submit an acceptable plan, it is treated as if
               it is significantly undercapitalized and may be placed
               into conservatorship or receivership.

               Significantly undercapitalized depository institutions
               may be subject to a number of requirements and
               restrictions, including orders to sell sufficient voting
               stock to become adequately capitalized, more stringent
               requirements to reduce total assets, cessation of
               receipt of deposits from correspondent banks, further
               activity restricting prohibitions on dividends to the
               holding company and requirements that the holding
               company divest its bank subsidiary, in certain
               instances.  Subject to certain exceptions, critically
               undercapitalized depository institutions must have a
               conservator or receiver appointed for them within a
               certain period after becoming critically
               undercapitalized.

               Brokered Deposits

               FDIC regulations adopted under FDICIA prohibit a bank
               from accepting brokered deposits (which term is defined
               to include any deposit obtained, directly or indirectly,
               from any person engaged in the business of placing
               deposits with, or selling interests in deposits of, an
               insured depository institution) unless (i) it is well
               capitalized, or (ii) it is adequately capitalized and
               receives a waiver from the FDIC.  For purposes of this
               regulation, a bank is defined to be well capitalized if
               it maintains a leverage ratio of at least 5 percent, a
               risk-adjusted Tier 1 capital ratio of at least 6 percent
               and a risk-adjusted total capital ratio of at least 10
               percent and is not otherwise in a "troubled condition"
               as specified by its appropriate federal regulatory
               agency.  A bank that is adequately capitalized and that
               accepts brokered deposits under a waiver from the FDIC
               may not pay an interest rate on any deposit in excess of
               75 basis points over certain prevailing market rates.
               There are no such restrictions on a bank that is well
               capitalized. For the capital ratios of the Corporation's
               bank subsidiaries, see "Capital Requirements and
               Dividends" on page F-61 and Note 16 (Regulatory Matters)
               on page F-34 of this report.  The Corporation does not
               believe that the brokered deposits regulation will have
               a material effect on the funding or liquidity of any of
               the Corporation's subsidiary banks.

<PAGE>                                                                        7
               Regulatory Restrictions on Dividends

               It is the policy of the Federal Reserve Board that bank
               holding companies should pay cash dividends on common
               stock only out of income available over the past year
               and only if prospective earnings retention is consistent
               with the organization's expected future needs.  The
               policy further provides that bank holding companies
               should not maintain a level of cash dividends that
               undermines the bank holding company's ability to serve
               as a source of strength to its subsidiary banks.
               Principal sources of revenues for the Corporation are
               dividends received from its banks and other subsidiaries
               and interest earned on short-term investments and
               advances to subsidiaries.  Federal law imposes
               limitations on the payment of dividends by the
               subsidiaries of the Corporation that are national banks.
               Two different calculations are performed to measure the
               amount of dividends that may be paid: a recent earnings
               test and an undivided profits test.  Under the recent
               earnings test, a dividend may not be paid if the total
               of all dividends declared by a national bank in any
               calendar year is in excess of the current year's net
               profits combined with the retained net profits of the
               two preceding years unless the bank obtains the approval
               of the OCC.  Under the undivided profits test, a
               dividend may not be paid in excess of a bank's undivided
               profits then on hand, after deducting bad debts in
               excess of the reserve for loan losses.  Under the recent
               earnings test, which is the more restrictive of the two
               tests, at January 1, 1994, SBC could pay up to $113.8
               million in dividends to HNC, the bank's lower-tiered
               parent holding company.  SBM, under the recent earnings
               test at January 1, 1994, could pay up to $210.7 million
               in dividends to SC, the bank's lower-tiered parent
               holding company.  SBC and SBM had undivided profits of
               $262.9 million and $469.6 million, respectively, at
               December 31, 1993.

               In addition, the Federal regulatory agencies are
               authorized to prohibit a banking organization from
               engaging in an unsafe or unsound banking practice.
               Depending upon the circumstances, the agencies could
               take the position that paying a dividend would
               constitute an unsafe or unsound banking practice.


               FDIC Insurance Assessments

               The Corporation's subsidiary banks, the deposits of
               which are insured by the Bank Insurance Fund (the "BIF")
               of the FDIC, are subject to FDIC deposit insurance
               assessments.

               The FDIC has adopted a risk-based assessment system
               under which the assessment rate for an insured
               depository institution varies according to the level of
               risk involved in its activities.  An institution's risk
               category is based partly upon whether the institution is
               well capitalized, adequately capitalized or less than
               adequately capitalized.  Each insured depository
               institution is assigned to one of the following
               "supervisory subgroups": "A", "B" or "C".  Group "A"
               institutions are financially sound institutions with
               only a few minor weaknesses.  Group "B" institutions are
               institutions that demonstrate weaknesses which, if not
               corrected, could result in significant deterioration.
               Group "C" institutions are institutions for which there
               is a substantial probability that the FDIC will suffer a
               loss in connection with the institution unless effective
               action is taken to correct the areas of weakness.  Based
               on its capital and supervisory subgroups, each BIF
               member institution is assigned an annual FDIC assessment
               rate varying between 0.23 percent and 0.31 percent of
               deposits.  It remains possible that assessments will be
               raised to higher levels in the future.  The FDIC is also
               authorized to impose special additional assessments.
<PAGE>                                                                        8

               Conservatorship and Receivership Powers of Federal
               Banking Agencies

               FDICIA significantly expanded the authority of the
               federal banking regulators to place depository
               institutions into conservatorship or receivership to
               include, among other things, appointment of the FDIC as
               conservator or receiver of an undercapitalized
               institution under certain circumstances.  In the event a
               bank is placed into conservatorship or receivership, the
               FDIC is required, subject to certain exceptions, to
               choose the method for resolving the institution that is
               least costly to the bank insurance fund ("BIF") of the
               FDIC, such as liquidation.  In any event, if any of the
               Corporation's subsidiary banks were placed into
               conservatorship or receivership, because of the
               cross-guarantee provisions of the Federal Deposit
               Insurance Act, as amended, the Corporation as the sole
               stockholder of the Corporation's subsidiary banks would
               likely lose its investment in its subsidiary banks.

               The FDIC may provide federal assistance to a "troubled
               institution" without placing the institution into
               conservatorship or receivership. In such case,
               pre-existing debtholders and shareholders may be
               required to make substantial concessions and, insofar as
               practical, the FDIC will succeed to their interests in
               proportion to the amount of federal assistance
               provided.

               Various other legislation, including proposals to
               overhaul the banking regulatory system and to limit the
               investments that a depository institution may make with
               insured funds are from time to time introduced in
               Congress.  The Corporation cannot determine the ultimate
               effect that FDICIA and the implementing regulations to
               be adopted thereunder, or any other potential
               legislation, if enacted, would have upon its financial
               condition or results of operations.

               Competition

               The banking business in New England is highly
               competitive.  All of the Corporation's subsidiary banks
               and related financial services subsidiaries compete
               actively with national and state banks, savings banks,
               savings and loan associations, credit unions, finance
               companies, money market funds, mortgage banks, insurance
               companies, investment banking firms, brokerage firms and
               other nonbank institutions that provide one or more of
               the services offered by the Corporation's subsidiaries.

               In addition to national and regional economic problems,
               the banking industry is in a period of consolidation and
               regulatory reform that will affect banks in all regions of the
               country.

               The Corporation does not believe that there will be any
               material effect on capital expenditures, results of
               operations, financial condition or the competitive
               position of itself or any of its subsidiaries with
               regard to compliance with federal, state or local
               requirements related to the general protection of the
               environment.

               Employees

               As of December 31, 1993, the Corporation and its
               subsidiaries employed 10,060 persons (full-time
               equivalent).

<PAGE>                                                                        9

               Supplementary Information

               The following supplementary information, some of which
               is required under Guide 3 (Statistical Disclosure by
               Bank Holding Companies), is found in this report on the
               pages indicated below, and should be read in conjunction
               with the related financial statements and notes
               thereto.

               Selected Financial Data                   F-43
               Rate-volume Analysis                      F-50
               Credit Risk Management                    F-64
               Loan Portfolio                            F-65
               Nonaccruing Loans, Restructured Loans
                 and Accruing Loans Past Due 90 Days
                 or More                                 F-66
               Loan Loss Experience                      F-69
               Provision and Reserve for Loan Losses     F-69
               Foreclosed Properties                     F-71
               Maturity of Loans                         F-76
               Maturity of Securities                    F-76
               Securities                                F-76
               Consolidated Short-term Borrowings        F-77
               Domestic Time Deposits of $100 Thousand
                 or More                                 F-78
               Consolidated Average Balance Sheet, Net
                 Interest Income and Interest Rates      F-80

               ITEM 2.  Properties.

               The principal offices of the Corporation are located at
               777 Main Street, Hartford, Connecticut and One Federal
               Street, Boston, Massachusetts.

               Properties and land owned and used by the Corporation
               and its subsidiaries had a net book value at December
               31, 1993 of $198.9 million.  None of these properties is
               subject to any material encumbrance.

               The Corporation and its subsidiaries lease properties
               from other parties and, during 1993, paid rentals of
               $46.0 million on these properties, net of subleases of
               $1.5 million.  See Note 5 (Premises and Equipment) to
               the consolidated financial statements, which appears in
               Part II, Item 8, and on page F-18 of this report.

               The premises occupied or leased by the Corporation and
               its subsidiaries are considered to be well located and
               suitably equipped to serve as banking facilities.
               Neither the location of any particular office nor the
               unexpired term of any lease is deemed material to the
               business of the Corporation.

           ITEM 3.  Legal Proceedings.

               The Corporation and certain of its officers and
               directors were named as defendants in certain purported
               class action and derivative lawsuits filed during 1990
               and 1991.  Among other things, the complaints in the
               actions alleged violations of federal securities laws
               and negligent misrepresentation based upon certain
               allegedly false and misleading public statements
               relating to the Corporation's financial position and
               omissions in the Corporation's public reports, as well
               as breach of fiduciary duty by the Corporation's board
               of directors and senior executives.

<PAGE>                                                                       10

               The Corporation and the plaintiffs entered into a
               settlement that was approved by the Court on October 27,
               1992 as fair, reasonable and adequate after notice to
               all shareholders and members of an agreed upon class in
               the actions (which was defined to include all purchasers
               of the Corporation's common stock between December 8,
               1988 and January 24, 1991) and a hearing.  All claims
               have been dismissed with prejudice.  The settlement
               provides that the Corporation will distribute to the
               members of the class who file proofs of claims that are
               approved by the court warrants to purchase the
               Corporation's common stock.  The warrants will have an
               exercise price equal to the average closing price of the
               Corporation's common stock for a fixed period prior to
               the distribution, shall be listed on a national
               securities exchange, shall be freely tradable upon
               issuance and shall be exercisable for a period of one
               year, beginning one year after the warrants are
               distributed to class members.  As a part of the
               settlement, defendants agreed to pay the costs of
               identifying and providing notice to members of the class
               and all costs associated with issuance of the warrants
               and the shares of common stock underlying the warrants
               and certain fees and expenses of plaintiffs.  On January
               7, 1994, the Corporation entered into a warrant
               agreement that provides for the issuance of 1,329,115
               shares of the Corporation's common stock.  The warrants
               were issued January 18, 1994 with an exercise price of
               $22.11.  The warrants are traded on the New York Stock
               Exchange.

               Defendants vigorously denied all allegations of
               wrongdoing in these actions, and agreed to settle these
               actions solely to avoid the time and expense of
               contesting this burdensome litigation.  The settlement
               did not have a material effect on the Corporation's
               results of operations or financial condition.

               During 1993, Shawmut Mortgage Company, which was then
               the Corporation's nonbank, mortgage lending subsidiary,
               was the subject of an investigation by the U.S.
               Department of Justice ("DOJ") and the Federal Trade
               Commission ("FTC") concerning possible discriminatory
               mortgage lending practices.  On December 13, 1993,
               without admitting any wrongdoing, Shawmut Mortgage
               Company entered into a consent decree with the DOJ and
               the FTC regarding past lending practices.  Pursuant to
               the consent decree, Shawmut Mortgage Company established
               a $960,000 monetary fund to compensate minority loan
               applicants who were denied mortgages between January
               1990 and October 1992 but whose applications would be
               approved under the Corporation's more recent flexible
               underwriting criteria.  This settlement did not have a
               material effect on the Corporation's results of
               operations or financial condition.  As of December 31,
               1993, full ownership of SMC was transferred to the
               Corporation's bank subsidiary, SBC.

               In addition, the Attorney General in the Commonwealth of
               Massachusetts started an investigation of Shawmut
               Mortgage Company for racial bias in its lending
               practices.  The Corporation, together with the
               Massachusetts Bankers Association (the "MBA") and other
               banks in the region, resolved the investigation by
               agreeing to submit certain application files to an
               independent underwriting panel for review.  Any
               applicants that the panel determines were impermissibly
               denied a loan will be given a $15,000 damage award.  SMC
               will submit approximately 25 files for review.  The MBA
               agreed to encourage its members to take affirmative
               lending measures, virtually all of which are currently
               in place at the Corporation.

               Shawmut Bank Connecticut, N.A., one of the Corporation's
               subsidiaries, which served as indenture trustee for
               certain healthcare receivable backed bonds issued by
               certain special purpose subsidiaries (the "Towers
               subsidiaries") of Towers Financial Corporation
               ("Towers"), has been named in a lawsuit filed in federal
               court in Manhattan by purchasers of the bonds.  The suit

<PAGE>                                                                       11

               seeks damages in an undetermined amount equal to the
               difference between the current value of the bonds and
               their face amount of approximately $200 million, plus
               interest, as well as punitive damages.  The Towers
               subsidiaries defaulted on the bonds and Towers and the
               subsidiaries later filed for bankruptcy protection.  The
               complaint, which also names as a defendant the company
               that issued a double-A rating on the bonds, alleges that
               Towers engaged in a massive fraud against bondholders
               which, according to the complaint, should have been
               detected at an early stage by the bond rating agency and
               the indenture trustee.  The Corporation believes that
               its actions were not the cause of any loss by the
               bondholders, and it is vigorously defending the action.

               The Corporation is also subject to various other pending
               and threatened lawsuits in which claims for monetary
               damages are asserted.  Management, after consultation
               with legal counsel, does not anticipate that the
               ultimate liability, if any, arising out of the other
               pending and threatened lawsuits will have a material
               effect on the Corporation's results of operations or
               financial condition.

           ITEM 4.  Submission of Matters to a Vote of Security
                     Holders.

               No matters were submitted to a vote of security holders
               during the fourth quarter of 1993.

           EXECUTIVE OFFICERS OF THE REGISTRANT

               All executive officers of the Corporation are appointed
               annually and serve at the pleasure of the board of
               directors.  The terms of any positions in a subsidiary
               company extend until the next annual meeting of that
               company.  The names, positions, ages and backgrounds of
               the Corporation's executive officers as of February 28,
               1994 are set forth below.

               JOEL B. ALVORD, 55, is chairman, chief executive officer
               and a director of the Corporation, and a director of SBC
               and SBM.  Mr. Alvord began his 30-year SBC tenure in
               1963.  He became an officer of SBC in 1965, a vice
               president in 1967, and executive vice president in 1976.
               During this period, he served in a variety of management
               positions with SBC, and from early 1978 to 1986 he
               served as president of SBC.  From 1986 to 1988, Mr.
               Alvord served as chief executive officer of SBC; from
               1986 to October 1992, as chairman of SBC; and from 1988
               to October 1992, as chairman of SBM.  In early 1978 he
               was elected president of HNC, and in 1986 he assumed the
               additional positions of chairman and chief executive
               officer of HNC.  In early 1988, as part of the
               Reorganization, Mr. Alvord was appointed president and
               chief executive officer of the Corporation.  In August
               1988, Mr. Alvord assumed his current position as
               chairman and chief executive officer.  Mr. Alvord has
               served as a director of the Corporation since 1987, SBC
               since 1978 and SBM since 1988.

               GUNNAR S. OVERSTROM, JR., 51, is president, chief
               operating officer and a director of the Corporation, and
               chairman, chief executive officer and a director of SBC
               and SBM.  Mr. Overstrom joined SBC in 1975 as vice
               president of financial planning.  He was promoted to
               senior vice president in 1977, and executive vice
               president and chief financial officer in 1979.  He
               became chief financial officer of HNC in 1979, and a
               director and executive vice president of HNC in 1982.
               From 1986 to October 1992, Mr. Overstrom served as
               president of SBC.  In 1988 Mr. Overstrom became chief
               executive officer of SBC, and in October 1992, he was
               also appointed chairman of SBC and chairman and chief
               executive officer of SBM.  As part of the Reorganization
               in early 1988, Mr. Overstrom was named a vice chairman
               and chief financial officer of the Corporation.  In
               August 1988, he was appointed president and chief
               operating officer of the Corporation. Mr. Overstrom has
               served as a director of the Corporation since 1987, SBC
               since 1986 and SBM since 1989.

<PAGE>                                                                       12

               DAVID L. EYLES, 54, is a vice chairman and chief credit
               policy officer of the Corporation, and a vice chairman
               and a director of SBC and SBM.  Mr. Eyles joined the
               Corporation in February 1992, following three months of
               working with the Corporation as a consultant.  Between
               1988 and late 1991, he was vice chairman and chairman of
               the credit policy committee at Mellon Bank
               Corporation/Mellon Bank, N.A.  He served in a variety of
               executive management positions during his 27-year tenure
               at Chemical Bank, the most recent being executive vice
               president, chief credit officer and chairman of the
               credit policy committee.

               EILEEN S. KRAUS, 55, is a vice chairman of the
               Corporation, president and a director of SBC, and a vice
               chairman and a director of SBM.  Mrs. Kraus joined SBC
               in 1979 as vice president of human resources planning
               and development, and was appointed senior vice president
               in 1980.  In 1986, Mrs. Kraus was appointed to the
               position of executive vice president of SBC, responsible
               for consumer banking.  She became the senior manager for
               consumer banking and marketing for the Corporation in
               1988.  In June 1990, Mrs. Kraus became vice chairman of
               SBC, and in January 1991, she became vice chairman of
               SBM.  From January 1991 to May 1993, she was responsible
               for personal trust.  Mrs. Kraus was appointed president
               of SBC in October 1992, and a vice chairman of the
               Corporation in January 1993.  Mrs. Kraus has served as a
               director of SBC since June 1990, and as a director of
               SBM since May 1992.

               ALLEN W. SANBORN, 51, is a vice chairman of the
               Corporation, president and a director of SBM, and a vice
               chairman and a director of SBC.  Mr. Sanborn joined the
               Corporation in May 1992 as a vice chairman of the
               Corporation and a vice chairman and director of SBM and
               SBC.  In October 1992, Mr. Sanborn was appointed
               president of SBM.  Prior to joining the Corporation, Mr.
               Sanborn was vice chairman of commercial markets (1990 to
               1992) and executive vice president of real estate
               industries (1987 to 1990) at Bank of America.

               BHARAT BHATT, 50, is an executive vice president and
               chief financial officer of the Corporation and executive
               vice president of SBC and SBM.  Mr. Bhatt joined SBC in
               September 1992 as executive vice president of credit
               administration.  In December 1992, he became chief
               financial officer of the Corporation and in March 1993,
               was appointed an executive vice president of the
               Corporation.  Prior to joining the Corporation, Mr.
               Bhatt was senior vice president of credit policy and
               portfolio management at Mellon Bank, N.A. (1989 to
               1992), and vice president and head of less developed
               countries swap group at Chemical Bank (1986 to 1989).

               ALAN R. BUFFINGTON, 48, is an executive vice president
               and head of the corporate services group of SBC and SBM.
               Mr. Buffington joined SBC and SBM in August 1993 from
               Cigna Corporation, where he was senior vice president
               and head of systems for the employee benefits group from
               1990 to 1993.  He joined Cigna when it acquired Equicor
               - Equitable HCA Corporation in 1990, where he was head
               of technology and administration from 1986 to 1990.

               NIELS JENSEN,  47, is an executive vice president and
               head of the financial institutions business line of SBC
               and SBM.  Mr. Jensen joined SBC and SBM in October 1993.
               From 1992 to 1993 he was senior vice president of
               corporate financial services at Northern Trust Company.

<PAGE>                                                                       13

               He served in a variety of management positions during
               his 22-year tenure at Northern Trust Company, which
               included overall management of the bank's corporate cash
               management and correspondent services, and head of
               commercial banking operations and systems development.

               MICHAEL J. ROTHMEIER, 44, is executive vice president
               and head of the investment services business line of SBC
               and SBM.  Mr. Rothmeier joined SBC and SBM in August
               1992.  From 1991 to 1992, Mr. Rothmeier was a member of
               the office of the president of Fidelity Investments,
               Inc. and was responsible for the financial, human
               resources, strategic planning, business implementation,
               systems technology and administrative functions of
               retail telephone operations of Fidelity Investments Inc.
               During 1990 and 1991, he was president and chief
               executive officer of Fidelity Retail Distribution
               Company and Fidelity Brokerage Services, Inc., and
               president of Fidelity Retail Marketing Services from
               1989 to 1990.

               All of the named executive officers have been employed
               by the Corporation or one of its subsidiaries during the
               past five years, except for Messrs. Eyles, Sanborn,
               Bhatt, Buffington, Jensen and Rothmeier.  There are no
               arrangements or understandings pursuant to which any of
               the above named executive officers were selected to
               serve in their respective capacities and no family
               relationships exist among any of them.

<PAGE>                                                                       14

                                      PART II

           ITEM 5.  Market for Registrant's Common Equity and Related
                     Stockholder Matters.

               The Corporation's common stock is listed and traded
               principally on the New York Stock Exchange under the
               symbol "SNC."  Information concerning the range of high
               and low sales prices for the Corporation's common shares
               for each quarterly period within the past two fiscal
               years, as well as the dividends declared for 1993, is
               set forth below.  No dividends were declared for 1992.

                                                         Dividends
                      Quarter ended     High     Low     Declared

                      1993
                      March 31         $23.88   $17.88       $.10
                      June 30           25.13    19.50        .10
                      September 30      26.38    22.50        .10
                      December 31       25.13    19.38        .20

                      1992
                      March 31         $15.88   $ 8.88          -
                      June 30           19.25    12.13          -
                      September 30      18.75    13.38          -
                      December 31       19.50    14.50          -

               As of February 22, 1994, the closing price of the
               Corporation's common stock on the New York Stock
               Exchange was $21.63 per share.  As of that date, there
               were approximately 29,476 record holders of the
               Corporation's common stock.

               For a discussion of dividend restrictions on the
               Corporation's common stock, see Note 10 (Shareholders'
               Equity) and Note 16 (Regulatory Matters) to the
               consolidated financial statements on pages F-21 and F-34
               of this report.

           ITEM 6.  Selected Financial Data.

               The information required by this item appears on page
               F-43, under the caption "SELECTED FINANCIAL DATA," and
               is incorporated herein by reference.

           ITEM 7.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations.

               The information required by this item appears on pages
               F-44 through F-75, under the caption "Financial Review,"
               and is incorporated herein by reference.

           ITEM 8.  Financial Statements and Supplementary Data.

               The information required by this item appears on pages
               F-2 through F-39, and on page F-78 under the caption
               "QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED),"
               and is incorporated herein by reference.

<PAGE>                                                                       15

           ITEM 9.  Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure.

               None.

                                     PART III

           ITEM 10.  Directors and Executive Officers of the
           Registrant.

               The information required by this item, to the extent not
               included under the caption "Executive officers of the
               registrant" in Part I of this report, or below, will
               appear under the caption "Election of directors" in the
               Corporation's 1994 proxy statement, and is incorporated
               herein by reference.

           ITEM 11.  Executive Compensation.

               The information required by this item will appear under
               the captions "Executive compensation" and "Transactions
               with directors and executive officers" in the
               Corporation's 1994 proxy statement, and is incorporated
               herein by reference.

           ITEM 12.  Security Ownership of Certain Beneficial Owners
                       and Management.

               The information required by this item will appear under
               the caption "Common stock ownership" in the
               Corporation's 1994 proxy statement, and is incorporated
               herein by reference.

           ITEM 13.  Certain Relationships and Related Transactions.

               The information required by this item will appear under
               the caption "Transactions with directors and executive
               officers" in the Corporation's 1994 proxy statement, and
               is incorporated herein by reference.  Also see Note 4
               (Loans and Reserve for Loan Losses) to the consolidated
               financial statements on page F-16 of this report.

                                      PART IV

           ITEM 14.  Exhibits, Financial Statement Schedules, and
                     Reports on Form 8-K.

           (a) The following documents are part of this report and
               appear on the pages indicated.

               (1)   Financial Statements:

                     Management's Report                                 F-2
                     Report of Independent Accountants                   F-3
                     Consolidated Statement of Income                    F-4
                     Consolidated Balance Sheet                          F-5
                     Consolidated Statement of Changes in
                       Shareholders' Equity                              F-6
                     Consolidated Statement of Cash Flows                F-7
                     Notes to Consolidated Financial Statements          F-8

<PAGE>                                                                       16

               (2)   Financial Statement Schedules:

                     Schedules are omitted because the information is
                     either not required, not applicable or is included
                     in Part II, Items 6-8 of this report.

               (3)   Exhibits:

                     The exhibits listed on the Exhibits Index on page
                     20 of this report are filed herewith or are
                     incorporated herein by reference.

           (b) Reports on Form 8-K - The Corporation filed three
               reports on Form 8-K during the quarter ended December
               31, 1993.

               The report dated November 16, 1993 (Items 5 and 7)
               reported that on November 16, 1993 the Corporation
               issued a press release relating to its application with
               the Board of Governors of the Federal Reserve System
               regarding its proposed acquisition of New Dartmouth
               Bank.  The report filed a copy of the November 16, 1993
               press release.

               The report dated December 1, 1993 (Items 5 and 7),
               reported that:

              (1)On December 2, 1993, the Massachusetts Bankers
                 Association ("MBA") announced an agreement in
                 principle with the Attorney General of Massachusetts,
                 to resolve legal issues arising out of Civil
                 Investigative Demands that were served on numerous
                 financial institutions in Massachusetts.  The
                 agreement in principle, dated December 1, 1993,
                 provides that institutions from which mortgage loan
                 application files were sought will turn those files
                 over to a three member panel for review to determine
                 whether the applications were unfairly denied and
                 whether the loans should have been approved using
                 1990 secondary market mortgage lending standards.
                 Any individual whose loan application is determined
                 to have been unfairly denied is entitled to receive
                 $15,000.  The Attorney General sought a total of 25
                 files from Shawmut Mortgage Company. The MBA also
                 agreed to use its best efforts to encourage its
                 members to engage in certain affirmative lending
                 activities, virtually all of which Shawmut Mortgage
                 Company currently makes available to consumers.  The
                 settlement will not have a material effect on Shawmut
                 Mortgage Company or on the Corporation;

              (2)On December 13, 1993, the Corporation issued a press
                 release relating to Shawmut Mortgage Company's
                 announcement that it had entered a consent decree in
                 U.S. District Court with the U.S. Department of
                 Justice and the Federal Trade Commission regarding
                 past lending practices.  The report filed a copy of
                 the December 13, 1993 press release; and

               (3)On December 20, 1993, the Corporation and New
                  Dartmouth Bank announced a revision to their
                  previously announced merger agreement extending the
                  deadline for completing the transaction to June 30,
                  1994.  The report filed the December 20, 1993 press
                  release.

               The report dated December 20, 1993 (Item 7), filed:

                  (1)Consent of Independent Accountants of New Dartmouth Bank;

<PAGE>                                                                       17

                  (2)Consent of Independent Auditors of Peoples Bancorp of
                     Worcester, Inc. and Subsidiaries;

                  (3)Consent of Independent Auditors of Gateway Financial
                     Corporation and  Subsidiaries;

                  (4)Unaudited Financial Information of New Dartmouth Bank
                     as of September 30, 1993;

                  (5)Financial Statements of New Dartmouth Bank as of
                     June 30, 1993;

                  (6)Unaudited Financial Information of Peoples Bancorp of
                     Worcester, Inc. and Subsidiaries as of
                     September 30, 1993;

                  (7)Financial Statements of Peoples Bancorp of Worcester, Inc.
                     and Subsidiaries as of December 31, 1992;

                  (8)Unaudited Financial Information of Gateway Financial
                     Corporation and Subsidiaries as of September 30, 1993;

                  (9)Financial Statements of Gateway Financial Corporation
                     and Subsidiaries as of December 31, 1992; and

                  (10)Shawmut National Corporation and Subsidiaries/
                      New Dartmouth Bank;
                      Peoples Bancorp of Worcester, Inc. and Subsidiaries and
                      Gateway Financial Corporation and Subsidiaries Unaudited
                      Pro Forma Condensed Financial Information.

           (c) The exhibits listed on the Exhibits Index on page 20 of
               this report are filed herewith or are incorporated
               herein by reference.

               For the purposes of complying with the amendments to the
               rules governing Form S-8 (effective July 13, 1990) under
               the Securities Act of 1933 (the "Act"), the undersigned
               registrant hereby undertakes as follows, which
               undertaking shall be incorporated by reference into
               registrant's Registration Statements on Form S-8 No.
               33-20387 (filed March 1, 1988) and 33-17765-02 (filed
               September 27, 1988).

               Insofar as indemnification for liabilities arising under
               the Act may be permitted to directors, officers and
               controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has
               been advised that in the opinion of the Securities and
               Exchange Commission such indemnification is against
               public policy as expressed in the Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the registrant of expenses incurred or paid
               by a director, officer or controlling person of the registrant
               in the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the registrant
               will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a
               court of appropriate jurisdiction the question whether
               such indemnification by it is against public policy as
               expressed in the Act and will be governed by the final
               adjudication of such issue.

<PAGE>                                                                       18

                                    SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) of the
           Securities Exchange Act of 1934, the registrant has duly
           caused this report to be signed on its behalf by the
           undersigned, thereunto duly authorized on March 1, 1994.

                                         SHAWMUT NATIONAL CORPORATION

                                         By       (Joel B. Alvord)
                                               -----------------------------
                                                   Joel B. Alvord
                                                   Chairman and
                                                   Chief Executive Officer

           Pursuant to the requirements of the Securities Exchange Act
           of 1934, this report has been signed below by the following
           persons on behalf of the registrant and in the capacities
           indicated on March 1, 1994.

              (Joel B. Alvord)                   (Robert J. Matura)
           ---------------------------------   -----------------------------
               Joel B. Alvord                     Robert J. Matura
               Chairman, Chief Executive          Director
               Officer and Director


              (Gunnar S. Overstrom, Jr.)
           ---------------------------------   -----------------------------
               Gunnar S. Overstrom, Jr.           Lois D. Rice
               President, Chief Operating         Director
               Officer and Director


              (Stillman B. Brown)
           ---------------------------------   -----------------------------
               Stillman B. Brown                  Maurice Segall
               Director                           Director


              (John T. Collins)                  (Paul R. Tregurtha)
           ---------------------------------   -----------------------------
               John T. Collins                    Paul R. Tregurtha
               Director                           Director


              (Ferdinand Colloredo-Mansfeld)     (Wilson Wilde)
           ----------------------------------  -----------------------------
               Ferdinand Colloredo-Mansfeld       Wilson Wilde
               Director                           Director


              (Bernard M. Fox)                   (Bharat Bhatt)
           ----------------------------------   ----------------------------
               Bernard M. Fox                     Bharat Bhatt
               Director                           Chief Financial Officer
                                                  (Principal Financial Officer
                                                   and Principal Accounting
                                                   Officer)

           ----------------------------------
               Herbert W. Jarvis
               Director

<PAGE>                                                                       19

                                  EXHIBITS INDEX
                    FILED AS PART OF THIS REPORT ON FORM 10-K


                                                                   Sequentially
                                                                     Numbered
            Designation           Description                          Page


               3.1   Restated certificate of incorporation
                        (incorporated by reference to Exhibit 3.1 to
                        Registration Statement No. 33-17765 filed on
                        October 7, 1987)                                N/A

               3.2   By-laws, as amended on September 23, 1993
                        (incorporated by reference to the
                        Corporation's Form 10-Q for the
                        quarter ended September 30, 1993)               N/A

               3.3   Designation of adjustable rate preferred stock
                        (incorporated by reference to Exhibit 3.1 to
                        Registration Statement No. 33-17765, filed on
                        October 7, 1987)                                N/A

               3.4   Certificate of designation of 9.30% cumulative
                        preferred stock (without par value, $250
                        stated value) (incorporated by reference to
                        the Corporation's current report on Form 8-K,
                        dated October 27, 1992, File No. 1-10102)       N/A

               3.5   Certificate of correction of certificate of
                        designation of 9.30% cumulative preferred
                        stock dated November 13, 1992 (incorporated
                        by reference to Exhibit No. 4 to the
                        Corporation's Form 10-Q for the period ended
                        September 30, 1992, File No. 1-10102)           N/A

               3.6   Amended certificate of designation of 9.30%
                        cumulative preferred stock, dated
                        November 30, 1992  (incorporated by reference
                        to the Corporation's annual report for 1992
                        on Form 10-K)                                  N/A

               4.1   Restated certificate of incorporation, articles
                        fourth and seventh (incorporated by reference
                        to Exhibit 3.1 to Registration Statement
                        No. 33-17765 filed on October 7, 1987)         N/A

               4.2   By-laws, as amended on September 23, 1993
                        (incorporated by reference to the
                        Corporation's Form 10-Q for the
                        quarter ended September 30, 1993)              N/A

<PAGE>                                                                       20

                                                                   Sequentially
                                                                     Numbered
            Designation           Description                          Page

               4.3   The indentures and other instruments defining
                        the rights of holders of long-term debt of
                        the Corporation and its consolidated
                        subsidiaries are omitted pursuant to
                        Item 601(b)(4)(iii)(A) of Regulation S-K.
                        The Corporation agrees to furnish copies of
                        such indentures and other instruments to
                        the Commission upon request                    N/A

               4.4   Shareholder rights plan (incorporated by
                        reference to Form 8-A Registration Statement
                        dated March 7, 1989, File No. 1-10102)         N/A

               4.5   Designation of adjustable rate preferred stock
                        (incorporated by reference to Exhibit 3.1 to
                        Registration Statement No. 33-17765, filed on
                        October 7, 1987)                               N/A

               4.6   Certificate of designation of 9.30% cumulative
                        preferred stock (without par value, $250
                        stated value) (incorporated by reference to
                        the Corporation's current report on Form 8-K,
                        dated October 27, 1992, File No. 1-10102)      N/A

               4.7   Certificate of correction of certificate of
                        designation of 9.30% cumulative preferred
                        stock dated November 13, 1992 (incorporated
                        by reference to Exhibit No. 4 to the
                        Corporation's Form 10-Q for the period ended
                        September 30, 1992, File No. 1-10102)          N/A

               4.8   Amended certificate of designation of 9.30%
                        cumulative preferred stock, dated
                        November 30, 1992  (incorporated by reference
                        to the Corporation's annual report for 1992
                        on Form 10-K)                                  N/A

               4.9   Form of depositary share representing a one-tenth
                        interest in a share of 9.30% preferred stock
                        (incorporated by reference to the
                        Corporation's current report on Form 8-K,
                        dated October 27, 1992)                        N/A

               4.10  Form of 9.30% preferred stock (incorporated by
                        reference to the Corporation's current report
                        on Form 8-K, dated October 27, 1992)           N/A

<PAGE>                                                                       21
                                                                   Sequentially
                                                                     Numbered
            Designation           Description                          Page

               4.11  Deposit agreement, dated as of November 3,
                        1992, among the Corporation, Chemical Bank,
                        as depositary, and the holders from time to
                        time of the depositary  receipts
                        (incorporated by reference to the
                        Corporation's current report on Form 8-K,
                        dated October 27, 1992)                         N/A

               *10.1 Stock option and restricted stock award plan
                        (incorporated by reference to Form S-8
                        Registration Statement No. 33-20387 filed on
                        March 1, 1988), as amended March 28, 1989 and
                        January 28, 1993  (incorporated by reference
                        to the Corporation's annual report for 1992 on
                        Form 10-K)                                     N/A

               *10.2 Form of executive employment agreement dated
                        February 23, 1988 (incorporated by reference
                        to the Corporation's Form 10-Q for the quarter
                        ended March 31, 1988), as amended effective
                        June 27, 1989 (incorporated by reference to
                        the Corporation's annual report for 1990 on
                        Form 10-K), as amended effective January 22,
                        1993 (incorporated by reference to the
                        Corporation's annual report for 1992 on Form
                        10-K)                                          N/A

               *10.3 Form of executive severance agreement dated
                        February 23, 1988 (incorporated by reference
                        to the Corporation's Form 10-Q for the
                        quarter ended March 31, 1988), as amended
                        effective June 27, 1989 (incorporated by
                        reference to the Corporation's annual
                        report for 1990 on Form 10-K)                  N/A

               *10.4 Form of executive severance agreement dated
                        July 15, 1987, as amended July 27, 1989
                        (incorporated by reference to the
                        Corporation's annual report for 1990 on
                        Form 10-K)                                    N/A

               *10.5 Deferred compensation plan for directors of
                        Shawmut National Corporation effective
                        February 23, 1988 (incorporated by reference
                        to the Corporation's annual report for 1990
                        on Form 10-K)                                 N/A

               *10.6 Shawmut National Corporation 1989 nonemployee
                        directors' restricted stock plan effective
                        April 25, 1989 (incorporated by reference to
                        the Corporation's 1989 Proxy Statement dated
                        March 13, 1989 and filed with the Securities
                        and Exchange Commission)                      N/A


<PAGE>                                                                       22
                                                                   Sequentially
                                                                     Numbered
            Designation           Description                          Page

               *10.7 Shawmut National Corporation executive
                        supplemental retirement plan effective
                        July 1, 1990 (incorporated by reference
                        to the Corporation's annual report for 1990
                        on Form 10-K)                                  N/A

               *10.8 Shawmut National Corporation performance unit
                        plan, as amended June 27, 1989  (incorporated
                        by reference to the Corporation's annual
                        report for 1990 on Form 10-K)                  N/A

               *10.9 Shawmut National Corporation executive group
                        life insurance plan, as adopted September 10,
                        1991, effective October 31, 1991 (incorporated
                        by reference to the Corporation's Form 10-Q
                        for the quarter ended September 30, 1991)      N/A

               *10.10   Shawmut National Corporation split-dollar life
                           insurance plan, as adopted September 10, 1991,
                           effective October 31, 1991, as amended and
                           restated as of November 24, 1992 (incorporated
                           by reference to the Corporation's current
                           report on Form 8-K dated February 28, 1994,
                           File No. 1-10102)                              N/A

               *10.11   Form of executive employment agreement
                           dated March 1, 1992 (incorporated by reference
                           to the Corporation's annual report for 1992
                           on Form 10-K)                                  N/A

               *10.12   Form of executive employment agreement
                           dated May 11, 1992 (incorporated by reference
                           to the Corporation's annual report for 1992 on
                           Form 10-K)                                     N/A

               12    Statements re computation of ratios               106

               21    Principal subsidiaries                            107

               23    Consent of independent accountants                108

               99.1  Notice of annual meeting of shareholders,
                        April 26, 1994, and proxy statement to be
                        filed within 120 days of the Corporation's
                        fiscal year end pursuant to General
                        Instruction G(3) of Form 10-K                  N/A

<PAGE>                                                                       23



                                                                   Sequentially
                                                                     Numbered
            Designation           Description                          Page


               99.2  Shawmut National Corporation press release dated
                         February 10, 1994, announcing the signing of
                         a definitive agreement to purchase ten
                         branches of Northeast Savings, F.A. located
                         in Eastern Massachusetts and in Rhode Island   109


                 _______________________________________________

              *Denotes management contract or compensation plan or
                                   arrangement.

<PAGE>                                                                       24


<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL DATA

                                                                                         Page

     <S>                                                                                  <C>
     Management's Report                                                                  F-2
     Report of Independent Accountants                                                    F-3

FINANCIAL STATEMENTS

     Consolidated Statement of Income                                                     F-4
     Consolidated Balance Sheet                                                           F-5
     Consolidated Statement of Changes
          in Shareholders' Equity                                                         F-6
     Consolidated Statement of Cash Flows                                                 F-7
     Notes to Consolidated Financial Statements                                           F-8

FINANCIAL REVIEW AND SUPPLEMENTARY INFORMATION

     Financial Glossary                                                                   F-40
     Selected Financial Data                                                              F-43
     Financial Review                                                                     F-44
     Maturity of Loans                                                                    F-76
     Maturity of Securities                                                               F-76
     Consolidated Short-term Borrowings                                                   F-77
     Domestic Time Deposits of $100 Thousand or More                                      F-78
     Quarterly Consolidated Financial Information                                         F-78
     Consolidated Average Balance Sheet,
          Net Interest Income and Interest Rates                                          F-80

<PAGE>F-1                                                                    25
</TABLE>

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S REPORT


MANAGEMENT'S REPORT

The financial statements of Shawmut National Corporation and its subsidiaries
have been prepared by management in accordance with generally accepted
accounting principles.  The supplementary financial data included in this annual
report were also prepared by management and are consistent with the data
included in the financial statements.

The Corporation maintains a system of internal accounting controls intended to
provide reasonable assurance that transactions are executed in accordance with
corporate authorization and are properly recorded and reported in the financial
statements and that assets are safeguarded. The concept of reasonable assurance
recognizes that the cost of a system of internal accounting controls should not
exceed the benefits derived. Such costs and benefits are not usually
quantifiable and, accordingly, depend upon estimates and judgment.  The internal
control environment includes a framework of processes used to identify and
monitor risk. Such processes include a corporate loan review staff to monitor
compliance with prescribed lending and risk identification policies, an internal
audit function which reviews, evaluates, monitors and makes recommendations on
administrative and accounting control and a compliance function which
establishes and monitors corporate-wide compliance with internal and regulatory
policies.

The financial statements have been reviewed by the audit committee of the Board
of Directors, composed solely of outside directors.  The committee recommends to
the board the engaging, subject to shareholder approval, of the Corporation's
independent accountants and reviews with the independent accountants the scope
and results of the audit of the financial statements. The committee also reviews
the scope and results of the Corporation's internal audit activities, the
results of reviews performed by the corporate loan review staff and the
compliance function and other matters involving risk management.

The financial statements have been audited by Price Waterhouse whose report
follows.

<PAGE>F-2                                                                    26

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
  of Shawmut National Corporation

In our opinion, the consolidated financial statements appearing on pages F-4 to
F-39 of this report present fairly, in all material respects, the financial
position of Shawmut National Corporation and its subsidiaries at December 31,
1993 and 1992, the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.  These financial statements are the
responsibility of the Corporation's management; our responsibility is to express
an opinion on these financial statements based on our audits.  We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

As discussed in Note 1 to the consolidated financial statements, in 1993 the
Corporation changed its methods of accounting for investments in debt and equity
securities, postretirement benefits other than pensions, postemployment benefits
and income taxes.


(PRICE WATERHOUSE)
Hartford, Connecticut
January 19, 1994


<PAGE>F-3                                                                    27
<TABLE>

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
Year ended December 31, (in thousands, except per share data) 1993           1992            1991
INTEREST AND DIVIDEND INCOME
<S>                                                   <C>            <C>            <C>
Loans                                                 $   1,046,832  $   1,057,438  $    1,302,907
Securities
  At lower of aggregate cost or fair value                  210,445        210,733          18,996
  Held to maturity                                          264,162        231,305         433,619
Residential mortgages held for sale                          29,636         27,312          19,243
Federal funds sold and securities purchased
  under agreements to resell                                  9,330         15,832          32,163
Interest-bearing deposits in other banks                        223          1,582           4,791
Trading account securities                                    1,562          1,564           2,176
    Total                                                 1,562,190      1,545,766       1,813,895
INTEREST EXPENSE
Interest on deposits
  Savings, money market and NOW accounts                    140,330        217,354         356,248
  Domestic time                                             162,633        253,260         449,875
  Foreign time                                                5,146          2,516           4,008
    Total                                                   308,109        473,130         810,131
Other borrowings                                            257,411        187,987         206,038
Notes and debentures                                         72,040         59,321          60,436
    Total                                                   637,560        720,438       1,076,605
NET INTEREST INCOME                                         924,630        825,328         737,290
Provision for loan losses                                    29,186        189,515         466,440
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                                 895,444        635,813         270,850
NONINTEREST INCOME
Customer service fees                                       171,774        172,569         175,399
Trust and agency fees                                       116,845        115,103         112,030
Securities gains, net                                         5,728         85,903          78,154
Other                                                        74,878        104,517         164,093
 Total                                                      369,225        478,092         529,676
NONINTEREST EXPENSES
Compensation and benefits                                   453,869        430,418         426,249
Occupancy and equipment                                     147,223        156,413         157,143
Foreclosed properties provision and expense                  95,728        167,113         110,057
Other                                                       330,897        282,445         276,191
    Total                                                 1,027,717      1,036,389         969,640
INCOME (LOSS) BEFORE INCOME TAXES,
  EXTRAORDINARY CREDIT AND CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES                              236,952         77,516        (169,114)
Income taxes (benefit)                                       (7,600)        20,685           1,530
INCOME (LOSS) BEFORE EXTRAORDINARY CREDIT
  AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES               244,552         56,831        (170,644)
Extraordinary credit                                                        18,378
Cumulative effect of changes in methods of accounting        46,200
NET INCOME (LOSS)                                     $     290,752  $      75,209  $     (170,644)
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES         $     275,283  $      70,426  $     (172,906)
COMMON SHARE DATA
  Income (loss) before extraordinary credit and cumulative
   effect of accounting changes                       $        2.44  $        0.60  $        (2.35)
  Net income (loss)                                            2.93           0.81           (2.35)
  Weighted average shares outstanding                        93,895         86,565          73,714

The accompanying notes are an integral part of this financial statement.

</TABLE>
<PAGE>F-4                                                                    28
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<CAPTION>
December 31, (in thousands)                                                 1993            1992

ASSETS
<S>                                                                  <C>            <C>
Cash and due from banks                                              $   1,435,286  $    1,368,251
Interest-bearing deposits in other banks                                     1,073         100,302
Federal funds sold and securities purchased
  under agreements to resell                                                 7,500         613,000
Trading account securities                                                  19,625          36,444
Residential mortgages held for sale                                        415,812         426,483
Securities
  Available for sale, at fair value                                      2,596,382
  At lower of aggregate cost or fair value
    (fair value $3,437,034)                                                              3,361,511
  Held to maturity
    (fair value $6,470,945 and $2,722,021)                               6,394,201       2,716,326
Loans, less reserve for loan
  losses of $633,000 and $863,000                                       14,751,450      14,036,799
Premises and equipment                                                     307,033         336,536
Foreclosed properties                                                       47,986         244,434
Customers' acceptance liability                                             13,747          27,553
Other assets                                                             1,254,647       2,020,669
  Total assets                                                       $  27,244,742  $   25,288,308

LIABILITIES
Deposits
  Demand                                                             $   4,587,156  $    4,572,222
  Savings, money market and NOW accounts                                 7,304,708       7,463,319
  Domestic time                                                          3,158,631       4,247,568
  Foreign time                                                             246,740         126,702
    Total deposits                                                      15,297,235      16,409,811
Other borrowings                                                         9,187,606       5,328,462
Acceptances outstanding                                                     13,747          27,553
Accrued taxes and other liabilities                                        183,923       1,230,248
Notes and debentures                                                       758,941         809,833
  Total liabilities                                                     25,441,452      23,805,907

SHAREHOLDERS' EQUITY
Preferred stock, without par value
  Authorized - 10,000,000 shares
  Issued - 1,275,000 shares                                                178,750         178,750
Common stock, $.01 par value
  Authorized - 150,000,000 shares
  Issued - 95,546,359 and 94,186,394 shares                                    955             942
Surplus                                                                  1,074,793       1,048,509
Retained earnings                                                          541,455         324,452
Net unrealized gain (loss) on securities                                     9,680         (23,654)
Treasury stock, common stock at cost
  (106,487 and 1,658,467 shares)                                            (2,343)        (46,598)
  Total shareholders' equity                                             1,803,290       1,482,401
  Total liabilities and shareholders' equity                         $  27,244,742  $   25,288,308

The accompanying notes are an integral part of this financial statement.

<PAGE>F-5                                                                    29
</TABLE>
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>

Year ended December 31, (in thousands)                       1993           1992            1991

<S>                                                   <C>            <C>            <C>
SHAREHOLDERS' EQUITY at beginning of year             $   1,482,401  $   1,039,838  $    1,191,710

PREFERRED STOCK
Issuance of preferred stock (575,000 shares)                               143,750

COMMON STOCK , $.01 par value
Shares issued under Dividend Reinvestment
  and Stock Purchase Plans (962,946 shares)                       9
Shares issued (cancelled) under stock option and employee
  benefit plans (397,019; 310,358 and (36,859) shares)            4              3              (1)
Issuance of common stock (17,250,000 shares)                                   173

SURPLUS
Additional proceeds from
  Shares issued under Dividend Reinvestment
    and Stock Purchase Plans                                 22,334
  Shares issued (cancelled) under
    stock option and employee benefit plans                   3,950          2,071          (1,423)
  Issuance of common stock                                                 199,127
Preferred stock issuance costs                                              (5,731)

RETAINED EARNINGS
Net income (loss)                                           290,752         75,209        (170,644)
Cash dividends declared
  Preferred stock                                           (15,469)        (4,783)         (2,262)
  Common stock                                              (47,205)
Restricted stock awards                                          31         (1,496)            928
Reissuance of common stock from treasury                    (11,106)       (15,444)         (2,465)

NET UNREALIZED GAIN (LOSS) ON SECURITIES
Unrealized appreciation on securities available for sale      9,680
Unrealized appreciation on securities at lower of
  aggregate cost or fair value                               23,654         16,045          20,720

TREASURY STOCK
Purchase of common stock (114,009 and 672 shares)            (2,509)           (10)
Reissuance of common stock under
  Dividend Reinvestment and Stock Purchase Plans
  (1,665,989; 1,202,954 and 124,455  shares)                 46,764         33,649           3,275
SHAREHOLDERS' EQUITY at end of year                   $   1,803,290  $   1,482,401  $    1,039,838

The accompanying notes are an integral part of this financial statement.

</TABLE>
<PAGE>F-6                                                                    30
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>

Year ended December 31, (in thousands)                       1993           1992            1991

OPERATING ACTIVITIES
<S>                                                   <C>            <C>            <C>
Net income (loss)                                     $     290,752  $      75,209  $     (170,644)
Adjustments to reconcile net income (loss) to cash
    provided by operating activities:
  Extraordinary credit related to the realization of
    net operating loss carryforwards                                       (18,378)
  Cumulative effect of changes in methods of accounting     (46,200)
  Provision for loan losses                                  29,186        189,515         466,440
  Provision for foreclosed properties                        68,097        134,153          77,171
  Depreciation, amortization and other                      121,042         68,936          57,986
  Deferred income taxes                                     (13,969)        33,101          15,679
  Gains from the sale of securities held to maturity                       (68,426)        (78,154)
  Gains from the sale of loans, premises and equipment
    and other assets                                         (7,963)       (39,546)        (90,357)
  Decrease in securities reported at the lower of
    aggregate cost or fair value                             95,503      1,501,736
  Decrease (increase) in trading account securities          16,819        (17,942)         15,951
  Decrease (increase) in residential mortgages held for sale 10,671       (153,059)        (99,528)
  Decrease (increase) in other assets and accrued taxes
    and other liabilities                                  (289,280)        41,788          53,682
CASH PROVIDED BY OPERATING ACTIVITIES                       274,658      1,747,087         248,226

FINANCING ACTIVITIES
Decrease in total deposits                               (1,112,576)      (103,039)     (3,042,485)
Increase in other borrowings                              3,859,144      1,096,462       2,178,231
Proceeds from issuance of subordinated notes                149,700        149,631
Principal payments on notes and debentures                 (200,802)        (4,981)         (9,162)
Proceeds from issuances of common and preferred stock        61,955        356,599             847
Purchases of common stock                                    (2,509)           (10)
Cash dividends paid                                         (42,918)        (2,131)         (1,715)
CASH PROVIDED (USED) BY FINANCING ACTIVITIES              2,711,994      1,492,531        (874,284)

INVESTING ACTIVITIES
Decrease (increase) in short-term investments               704,729       (532,394)        378,628
Maturities of securities held to maturity                 1,135,178        434,932         265,563
Proceeds from sales of securities held to maturity                       1,683,956       3,902,905
Purchases of securities held to maturity                 (4,112,162)    (4,430,692)     (4,932,848)
Proceeds from sales of loans                                439,437        649,024         213,571
Purchases of loans                                         (367,378)      (417,468)       (387,635)
Loans originated less principal collected                  (774,327)    (1,380,464)        582,792
Purchases of premises and equipment and other assets        (51,258)       (49,826)        (26,160)
Proceeds from the sale of premises and equipment and
  other assets                                              106,164        177,208         119,731
CASH PROVIDED (USED) BY INVESTING ACTIVITIES             (2,919,617)    (3,865,724)        116,547

INCREASE (DECREASE) IN CASH AND DUE FROM BANKS               67,035       (626,106)       (509,511)
Cash and due from banks at beginning of year              1,368,251      1,994,357       2,503,868
CASH AND DUE FROM BANKS AT END OF YEAR                $   1,435,286  $   1,368,251  $    1,994,357

ADDITIONAL CASH FLOW INFORMATION
Interest paid                                         $     630,702  $     749,318  $    1,020,937
Income taxes paid                                     $       4,728  $      19,952  $        7,026

Securities aggregating $708,172, previously reported at the lower of aggregate
cost or fair value, were transferred during 1993 to securities classified as
held to maturity.  Securities aggregating $4,663,247, previously classified as
held to maturity, were transferred during 1992 to securities reported at the
lower of aggregate cost or fair value.

Loans totaling $22,117, $252,260 and $338,849 were transferred to foreclosed
properties during 1993, 1992 and 1991, respectively.

The accompanying notes are an integral part of this financial statement.

</TABLE>
<PAGE>F-7                                                                    31

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Shawmut National Corporation and its
subsidiaries (the Corporation) are in conformity with generally accepted
accounting principles followed within the banking industry.  Certain amounts for
prior years have been reclassified to conform to current year presentation.  The
significant accounting policies followed by the Corporation are summarized
below.

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of Shawmut National Corporation and its subsidiaries after elimination
of material intercompany balances and transactions.

TRADING ACCOUNT SECURITIES - Trading account securities include debt securities
that are purchased and held principally for the purpose of selling them in the
near term and are stated at fair value, as determined by quoted market prices.
Gains and losses realized on the sale of trading account securities and
adjustments to fair value are included in trading account profits.

RESIDENTIAL MORTGAGES HELD FOR SALE -  Residential mortgages held for sale are
primarily one to four family real estate mortgage loans which are reported at
the lower of cost or market, as determined by outstanding commitments from
investors or current investor yield requirements, calculated on an aggregate
basis.  Forward mandatory, standby and put option contracts are entered into to
limit market risk on residential mortgages held for sale.  Gains and losses from
sales of residential mortgages held for sale are recognized upon settlement with
investors and recorded in noninterest income.  These activities, together with
underwriting and servicing of residential mortgage loans, comprise the
Corporation's mortgage banking business.

SECURITIES - The Corporation adopted, as of December 31, 1993, Statement of
Financial Accounting Standards (FAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities".  Debt securities that the
Corporation has the positive intent and ability to hold to maturity are
classified as held to maturity and reported at cost, adjusted for the
amortization of premiums and accretion of discounts.  Debt and equity securities
which are not classified as held to maturity or as trading securities are
classified as available for sale and reported at fair value, with unrealized
gains and losses excluded from the results of operations and reported as a
separate component of shareholders' equity, net of income taxes.  See "Note
3 - Securities".

Prior to adoption of this new accounting standard, debt securities that were to
be held for indefinite periods of time, including securities that management
intended to use as part of its asset/liability strategy or that may be sold in
response to changes in interest rates, prepayment risk or other factors, were
reported at the lower of aggregate cost or fair value.  Changes in net
unrealized losses were included in the Corporation's results of operations.
Equity securities were stated at the lower of aggregate cost or fair value with
net unrealized losses reported as a reduction of retained earnings.

Fair values of securities are determined by prices obtained from independent
market sources.  Realized gains and losses on securities sold are computed on
the identified cost basis on the trade date and are included in the results of
operations.

<PAGE>F-8                                                                    32

FOREIGN EXCHANGE TRADING - Foreign exchange trading positions, including spot,
forward and option contracts, are reported at market value.  The resulting
realized and unrealized gains and losses from foreign exchange trading are
included in other noninterest income.

INTEREST RATE INSTRUMENTS - Interest rate instruments, such as futures contracts
and forward rate agreements, are used in conjunction with foreign exchange
trading activities.  These instruments are carried at market value with realized
and unrealized gains and losses recognized currently in other noninterest
income.

Interest rate swap and cap agreements and futures contracts are used to manage
the Corporation's interest rate risk.  The periodic net settlements on interest
rate swap and cap agreements are recorded as an adjustment to interest expense.
Deferred gains or losses on futures contracts are amortized over the expected
remaining life of the underlying asset or liability.

The Corporation also utilizes combination options, which involve a group of
options consisting of at least one put and one call entered into as a unit in
relation to specific underlying securities classified as available for sale, in
order to limit the market risk of the securities.  The market value of the
options are included with the valuation of securities available for sale.

LOANS -  Loans are stated at the principal amounts outstanding, net of unearned
income.

Interest on undiscounted loans is recognized primarily utilizing the simple
interest method based upon the principal amount outstanding.  Interest on
discounted loans is recognized utilizing the effective yield method.

The net amount of loan origination and commitment fees and direct costs incurred
to underwrite and issue a loan are deferred and amortized as an adjustment of
the related loan's yield over the contractual life of the loan in a manner which
approximates the interest method.

When a loan is past due 90 days or more or the ability of the borrower to repay
principal or interest is in doubt, the Corporation discontinues the accrual of
interest and reverses any unpaid accrued amounts.  If there is doubt as to
subsequent collectibility,  cash interest payments are applied to reduce
principal.  A loan is not restored to accruing status until the borrower has
brought the loan current and demonstrated the ability to make payments of
principal and interest, and doubt as to the collectibility of the loan is not
present.  The Corporation may continue to accrue interest on loans past due 90
days or more which are well secured and in the process of collection.

Restructured loans are loans with original terms which have been modified as a
result of a change in the borrower's financial condition.  Interest income on
restructured loans is accrued at the modified rates.

A commitment to extend credit is a binding agreement to make a loan to a
customer in the future if certain conditions are met and is subject to the same
risk, credit review and approval process as a loan.  Many commitments expire
without being used and, therefore, do not represent future funding requirements.

<PAGE>F-9                                                                    33

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



RESERVE FOR LOAN LOSSES - The reserve for loan losses is maintained at a level
determined by management to be adequate to provide for probable losses inherent
in the loan portfolio, including commitments to extend credit. The reserve is
maintained through the provision for loan losses, which is a charge to
operations.  When a loan, or a portion of a loan, is considered uncollectible,
the loss is charged to the reserve.  Recoveries of previously charged off loans
are credited to the reserve.  The potential for loss in the portfolio reflects
the risks and uncertainties inherent in the extension of credit.

The determination of the adequacy of the reserve is based upon management's
assessment of risk elements in the portfolio, factors affecting loan quality and
assumptions about the economic environment in which the Corporation operates.
The process includes identification and analysis of loss potential in various
portfolio segments utilizing a credit risk grading process and specific reviews
and evaluations of significant individual problem credits.  In addition,
management reviews overall portfolio quality through an analysis of current
levels and trends in charge-off, delinquency and nonaccruing loan data, and a
review of forecasted economic conditions and the overall banking environment.
These reviews are of necessity dependent upon estimates, appraisals and
judgments, which may change quickly because of changing economic conditions, and
the Corporation's perception as to how these factors may affect the financial
condition of debtors.

PREMISES AND EQUIPMENT - Premises, leasehold improvements and equipment are
stated at cost less accumulated depreciation and amortization computed primarily
on the straight-line method.  Depreciation of buildings and equipment is based
on the estimated useful lives of the assets.  Amortization of leasehold
improvements is based on the term of the related lease or the estimated useful
lives of the improvements, whichever is shorter.  Major renewals and betterments
are capitalized and recurring repairs and maintenance are charged to operations.
Gains or losses on dispositions of premises and equipment are included in income
as realized.

FORECLOSED PROPERTIES - Properties acquired through foreclosure or in settlement
of loans and in-substance foreclosures are classified as foreclosed properties
and are valued at the lower of the loan value or estimated fair value of the
property acquired less estimated selling costs.  An in-substance foreclosure
occurs when a borrower has little or no equity in the collateral, repayment can
only be expected to come from the operation or sale of the collateral and the
borrower has effectively abandoned the collateral or has doubtful ability to
rebuild equity in the collateral.  At the time of foreclosure the excess, if
any, of the loan value over the estimated fair value of the property acquired
less estimated selling costs is charged to the reserve for loan losses.
Additional decreases in the carrying values of foreclosed properties or changes
in estimated selling costs, subsequent to the time of foreclosure, are
recognized through a provision charged to operations.  A valuation reserve is
maintained for estimated selling costs and to record the excess of the carrying
values over the fair market values of properties if changes in the carrying
values are judged to be temporary.

The fair value of foreclosed properties is determined based upon appraised
value, which primarily utilizes the selling price of properties for similar
purposes, or discounted cash flow analyses of the properties' operations.

GOODWILL - The excess cost over the fair value of net assets acquired from
acquisitions accounted for as purchases is included in other assets and
amortized on a straight-line basis over periods of up to 25 years.

<PAGE>F-10                                                                   34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



PENSION AND OTHER EMPLOYEE BENEFIT PLANS - The Corporation maintains a
noncontributory defined benefit pension plan, which covers substantially all
full-time employees.  Pension expense is based upon an actuarial computation of
current and future benefits for employees.  The pension plan is funded annually
in an amount consistent with the funding requirements of federal law and
regulations.

The Corporation adopted FAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions", effective January 1, 1993.  The Corporation
sponsors postretirement health care and life insurance benefit plans that
provide health care and life insurance benefits for retired employees that have
met certain age and service requirements.  Postretirement health care and life
insurance benefits expense is based upon an actuarial computation of current and
future benefits for employees and retirees.  See "Note 11 - Pension and Other
Employee Benefit Plans".

The Corporation also adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits", during the fourth quarter of 1993, retroactive to
January 1, 1993.  The Corporation provides disability and workers' compensation
related benefits to former or inactive employees after employment but before
retirement and had also provided supplemental severance benefits to certain
former employees.  Postemployment benefits expense is determined based upon
various criteria depending on the type of benefit.  See "Note 11 - Pension and
Other Employee Benefit Plans".

INCOME TAXES - The Corporation adopted FAS No. 109, "Accounting for Income
Taxes", prospectively, effective January 1, 1993.  Income tax expense is based
on estimated taxes payable or refundable on a tax return basis for the current
year and the changes in the amount of deferred tax assets and liabilities during
the year. Deferred tax assets and liabilities are established for temporary
differences between the accounting basis and the tax basis of the Corporation's
assets and liabilities at enacted tax rates expected to be in effect when the
amounts related to such temporary differences are realized or settled.  Prior to
January 1, 1993, the Corporation recognized income taxes based on income
reported in the financial statements.  See "Note 13 - Income Taxes".

PER COMMON SHARE CALCULATIONS - Income (loss) per common share is calculated by
dividing net income (loss) less preferred stock dividends by the weighted
average common shares outstanding for each period presented.

CASH FLOWS STATEMENT -  For the purpose of reporting cash flows, the Corporation
has defined cash equivalents as those amounts included in the balance sheet
caption "Cash and due from banks".

FAIR VALUE OF FINANCIAL INSTRUMENTS - FAS No. 107, "Disclosures about Fair Value
of Financial Instruments", requires the disclosure of the fair value of
financial instruments.  A financial instrument is defined as cash, evidence of
an ownership interest in an entity, or a contract that conveys or imposes the
contractual right or obligation to either receive or deliver cash or another
financial instrument.  Examples of financial instruments included in the
Corporation's balance sheet are cash, federal funds sold or purchased, debt and
equity securities, loans, demand, savings and other interest-bearing deposits,
notes and debentures and foreign exchange contracts.  Examples of financial
instruments which are not included in the Corporation's balance sheet are
commitments to extend credit, standby letters of credit, loans sold with
recourse and interest rate swap, cap and option agreements.

Fair value is defined as the amount at which a financial instrument could be
exchanged in a current transaction between willing parties, other than in a
forced sale or liquidation, and is best evidenced by a quoted market price if
one exists.

<PAGE>F-11                                                                   35

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



The statement requires the fair value of deposit liabilities with no stated
maturity, such as demand deposits, NOW and money market accounts, to equal the
carrying value of these financial instruments and does not allow for the
recognition of the inherent value of core deposit relationships, when
determining fair value.  While the statement does not require disclosure of the
fair value of nonfinancial instruments, such as the Corporation's premises and
equipment, its banking and trust franchises and its core deposit relationships,
the Corporation believes these nonfinancial instruments have significant fair
value.

The Corporation has estimated fair value based on quoted market prices where
available.  In cases where quoted market prices were not available, fair values
were based on the quoted market price of a financial instrument with similar
characteristics, the present value of expected future cash flows or other
valuation techniques.  Each of these alternative valuation techniques utilize
assumptions which are highly subjective and judgmental in nature.  Subjective
factors include, among other things, estimates of cash flows, the timing of cash
flows, risk and credit quality characteristics and interest rates.  Accordingly,
the results may not be precise and modifying the assumptions may significantly
affect the values derived.  In addition, fair values established utilizing
alternative valuation techniques may or may not be substantiated by comparison
with independent markets.  Further, fair values may or may not be realized if a
significant portion of the financial instruments were sold in a bulk transaction
or a forced liquidation. Therefore, any aggregate unrealized gains or losses
should not be interpreted as a forecast of future earnings or cash flows.
Furthermore, the fair values disclosed should not be interpreted as the
aggregate current value of the Corporation.  The fair value of financial
instruments is disclosed in the related notes to the consolidated financial
statements except for time deposits, which is disclosed below.

The methodology and assumptions utilized to estimate the fair value of the
Corporation's financial instruments, not previously discussed in the policy
statements above, are described below.

Financial instruments with fair value approximate to carrying value - The
carrying value of cash and due from banks, interest-bearing deposits in other
banks, federal funds sold and securities purchased under agreements to resell,
residential mortgages held for sale, demand deposits, savings, NOW and money
market deposits, foreign time deposits, other borrowings and accrued interest
income and expense approximates fair value due to the short-term nature of these
financial instruments.

Loans - The fair value of loans was estimated for groups of similar loans based
on the type of loan, interest rate characteristics, credit risk and maturity.
The fair value of performing fixed-rate commercial and commercial real estate
loans was estimated by discounting expected future cash flows utilizing
risk-free rates of return, adjusted for credit risk and servicing costs.  The
carrying value of performing variable-rate commercial and commercial real estate
loans was estimated to approximate fair value due to the short-term and frequent
repricing characteristics of these loans.  Prepayments were not anticipated for
either fixed-rate or variable-rate commercial and commercial real estate loans.
The fair value of performing residential mortgage, home equity and installment
loans was estimated utilizing quoted market values for securities backed by
similar loans.  The fair value of nonaccruing loans was estimated by discounting
expected future cash flows utilizing risk-free rates of returns, adjusted for
credit risk and servicing costs commensurate with a portfolio of nonaccruing
loans.

<PAGE>F-12                                                                   36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Deposits - The fair value of time deposits with fixed maturities was estimated
by discounting expected future cash flows utilizing interest rates currently
being offered on deposits with similar characteristics and maturities.  The fair
value of these deposits was approximately $3.4 billion and $4.3 billion at
December 31, 1993 and 1992, respectively.

Notes and debentures - The fair value of notes and debentures was estimated
based on quoted market prices.

Off-balance sheet financial instruments - The fair value of interest rate swap
agreements was based on the amount the Corporation would receive or pay to
terminate the agreements as of the reporting date based on the terms of the
agreements, the creditworthiness of the counterparties and interest rates.  The
fair value of commitments to extend credit and standby letters of credit was
determined based on the discounted value of fees currently charged for similar
agreements.  The fair value of other off-balance sheet financial instruments,
such as interest rate cap and option agreements, was based on quoted market
prices.

NOTE 2 - ACQUISITIONS

The Corporation announced during 1993 the signing of definitive agreements to
acquire three banking organizations: New Dartmouth Bank of Manchester, New
Hampshire, with assets of $1.7 billion at year end, was announced on March 24,
1993; Peoples Bancorp of Worcester, Inc. of Worcester, Massachusetts, with
assets of $891.1 million at year end, was announced on August 26, 1993; and
Gateway Financial Corporation of Norwalk, Connecticut, with assets of $1.3
billion at year end, was announced on November 5, 1993.  The transactions will
be accounted for as poolings of interests and are subject to approvals by the
shareholders of the respective banks and federal and state regulatory agencies.

On November 15, 1993, the Federal Reserve Board issued an order not approving
the Corporation's application to acquire New Dartmouth Bank.  The Federal
Reserve Board cited a then-pending investigation of possible discriminatory
lending at Shawmut Mortgage Company, the Corporation's mortgage banking
subsidiary, by the United States Department of Justice (DOJ) and the Federal
Trade Commission (FTC).  The Federal Reserve Board further stated that in order
to obtain approval, the Corporation would need to submit evidence of compliance
with fair lending laws and accurate reporting pursuant to the Home Mortgage
Disclosure Act.

As discussed further in "Note 15 - Litigation", Shawmut Mortgage Company entered
into a consent decree with the DOJ and FTC regarding past lending practices and
established a $960 thousand monetary fund to compensate minority loan applicants
who were denied mortgages between January 1990 and October 1992 but whose
applications would be approved under the Corporation's more recent flexible
underwriting criteria.  The Federal Reserve Board has granted the Corporation an
extension of time until March 1, 1994 within which to resubmit a petition
requesting reconsideration of the Federal Reserve Board's November 15, 1993
decision.  The amended New Dartmouth Bank merger agreement, dated December 20,
1993, provides for the establishment of an escrow fund which would be paid to
New Dartmouth Bank in the event that the transaction is not consummated by June
30, 1994 and New Dartmouth Bank is not in breach of certain provisions of the
agreement.  Required deposits to the escrow fund will equal $10 million by May
1, 1994. The Corporation anticipates that the New Dartmouth Bank acquisition and
the other transactions will be completed during 1994.

<PAGE>F-13                                                                   37
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES

<TABLE>
NOTE 3 - SECURITIES

A summary of the amortized cost and fair value of securities classified as
available for sale at December 31, 1993 is as follows:
<CAPTION>
                                           Amortized    Unrealized     Unrealized         Fair
(in thousands)                               cost          gains         losses          value

U.S. Government and agency securities
  <S>                                    <C>          <C>            <C>            <C>
  U.S. Treasury                          $ 1,554,048  $       1,671  $       3,832  $    1,551,887
  Mortgage backed                            332,566         21,186            774         352,978
State and municipal obligations                  142             16              4             154
Equity securities                            214,558          2,486          4,426         212,618
Corporate mortgage backed and
  other securities                           480,176            730          2,161         478,745
  Total                                  $ 2,581,490  $      26,089  $      11,197  $    2,596,382
</TABLE>
The net unrealized gain on securities classified as available for sale at
December 31, 1993 of $9.7 million, which is net of income taxes of $5.2 million,
is reported as a separate component of shareholders' equity.

U.S. Treasury securities with an aggregate carrying amount of $786.0 million,
included in the table above, were subject to combination options at December 31,
1993, which limited the risk of changes in the market value of these securities.
U.S. Treasury securities with a carrying amount of $311.0 million were put to
the counterparty on January 5, 1994 upon expiration of the option, resulting in
no realized gain or loss.  The combination options on the remainder of the
securities expired on January 6, 1994, unexercised by either party.
<TABLE>
A summary of the carrying amount and fair value of securities reported at the
lower of aggregate cost or fair value at December 31, 1992 is as follows:
<CAPTION>
                                           Carrying     Unrealized     Unrealized         Fair
(in thousands)                              amount         gains         losses          value

U.S. Government and agency securities
  <S>                                    <C>          <C>            <C>            <C>
  Mortgage backed                        $ 1,974,223  $      69,071  $         738  $    2,042,556
  U.S. Treasury                              931,391          9,464          9,749         931,106
State and municipal obligations                4,088                           403           3,685
Equity securities                            192,891                                       192,891
Corporate mortgage backed and
  other securities                           258,918          8,353            475         266,796
  Total                                  $ 3,361,511  $      86,888  $      11,365  $    3,437,034

Unrealized depreciation on equity securities of $23.7 million at December 31,
1992 is reported as a reduction of shareholders' equity.

</TABLE>
<PAGE>F-14                                                                   38
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The amortized cost and fair value of securities classified as held to maturity
at December 31, 1993 and 1992 are summarized as follows:
<CAPTION>
                                           Amortized    Unrealized     Unrealized         Fair
(in thousands)                               cost          gains         losses          value

December 31, 1993
U.S. Government and agency securities
  <S>                                    <C>          <C>            <C>            <C>
  Mortgage backed                        $ 3,155,070  $      61,260  $         486  $    3,215,844
  U.S. Treasury                            1,546,569          1,978          6,970       1,541,577
Asset backed and other securities          1,692,562         25,620          4,658       1,713,524
  Total                                  $ 6,394,201  $      88,858  $      12,114  $    6,470,945

                                           Amortized    Unrealized     Unrealized         Fair
(in thousands)                               cost          gains         losses          value

December 31, 1992
U.S. Government and agency securities
  <S>                                    <C>          <C>            <C>            <C>
Mortgage backed                          $ 1,799,703  $       7,179  $         285  $    1,806,597
Asset backed and other securities            916,623          5,842          7,041         915,424
  Total                                  $ 2,716,326  $      13,021  $       7,326  $    2,722,021
</TABLE>
Securities with a carrying amount of $6.3 billion were pledged to secure public
deposits, borrowings and for other purposes required by law at December 31,
1993.

Proceeds from sales of debt securities during 1993, 1992 and 1991 totaled
approximately $4.4 billion, $4.5 billion and $2.6 billion, respectively, and
resulted in gains of $11.2 million, $85.7 million and $86.8 million.
<TABLE>
The amortized cost and fair value of securities at December 31, 1993, by
maturity date, are summarized below. Mortgage backed securities are included in
the table based upon contractual maturity.
<CAPTION>
                                            Available for sale                Held to maturity
                                           Amortized       Fair           Amortized         Fair
(in thousands)                               cost          value            cost           value

<S>                                      <C>          <C>            <C>            <C>
Due in one year or less                  $    65,400  $      66,803  $       2,850  $        2,864
Due after one year through five years        868,218        868,794      2,175,050       2,176,311
Due after five years through ten years       667,006        663,066      3,399,682       3,470,005
Due after ten years                          766,308        785,101        816,619         821,765
                                           2,366,932      2,383,764      6,394,201       6,470,945
Equity securities                            214,558        212,618
  Total                                  $ 2,581,490  $   2,596,382  $   6,394,201  $    6,470,945

<PAGE>F-15                                                                   39
</TABLE>
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



NOTE 4 - LOANS AND RESERVE FOR LOAN LOSSES

The components of the Corporation's loan portfolio at December 31, 1993 and
1992, net of unearned income of $5.4 million and $12.1 million, respectively,
are summarized below:
<CAPTION>
(in thousands)                                                              1993            1992

<S>                                                                  <C>            <C>
Commercial and industrial                                            $   6,321,289  $    5,822,389
Owner-occupied commercial real estate                                    1,388,065       1,601,652
Real estate investor/developer
  Commercial mortgage                                                    1,225,050       1,390,404
  Construction and other                                                   152,849         346,185
    Total investor/developer                                             1,377,899       1,736,589
Consumer
  Residential mortgage                                                   4,036,791       3,886,946
  Home equity                                                            1,387,593       1,199,016
  Installment and other                                                    872,813         653,207
    Total consumer                                                       6,297,197       5,739,169
    Total                                                               15,384,450      14,899,799
Less reserve for loan losses                                               633,000         863,000
    Total                                                            $  14,751,450  $   14,036,799

</TABLE>
The fair value of the Corporation's loan portfolio was approximately $15.4
billion and $14.7 billion at December 31, 1993 and 1992, respectively.

Loans outstanding to directors, executive officers, principal holders of equity
securities or to any of their associates totaled $22.2 million at December 31,
1993 and $17.6 million at December 31, 1992.  A total of $48.2 million in loans
were made or added, while a total of $43.6 million were repaid or deducted
during 1993.  Changes in the composition of the board of directors or the group
comprising executive officers result in additions to or deductions from loans
outstanding to directors, executive officers or principal holders of equity
securities.

<PAGE>F-16                                                                   40
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The details of the Corporation's nonaccruing loans, restructured loans and
accruing loans past due 90 days or more at December 31, 1993 and 1992 are
summarized below:
<CAPTION>
(in thousands)                                                              1993            1992

<S>                                                                  <C>            <C>
Commercial and industrial                                            $      72,632  $      152,802
Owner-occupied commercial real estate                                       75,561         140,615
Real estate investor/developer
  Commercial mortgage                                                       81,881         164,113
  Construction and other                                                    23,254          68,990
    Total investor/developer                                               105,135         233,103
Consumer
  Residential mortgage                                                      46,459          72,975
  Home equity                                                                5,073           6,652
  Installment and other                                                      4,636          11,804
    Total consumer                                                          56,168          91,431
    Total nonaccruing loans                                          $     309,496  $      617,951

Restructured loans                                                   $      66,188  $      165,021

Accruing loans past due 90 days or more                              $      33,493  $       42,615
</TABLE>
Interest income related to nonaccruing and restructured loans would have been
approximately $42.8 million in 1993 and $72.1 million in 1992 had these loans
been current and the terms of the loans had not been modified.  Interest income
recorded on these loans totaled approximately $9.6 million in 1993 and $25.1
million in 1992.  Interest income received on these loans and applied as a
reduction of principal totaled approximately $14.4 million and $31.3 million in
1993 and 1992, respectively.  The yield on the portfolio of restructured loans
was 7.00 percent in 1993 and 7.85 percent in 1992.
<TABLE>
Changes affecting the reserve for loan losses for the years ended December 31,
1993, 1992 and 1991, respectively, are summarized below:
<CAPTION>
(in thousands)                                               1993           1992            1991

<S>                                                   <C>            <C>            <C>
Balance at beginning of year                          $     863,000  $   1,000,000  $      941,296
Provision charged to operations                              29,186        189,515         466,440
Loans charged off                                          (309,655)      (371,817)       (447,509)
Recoveries on loans charged off                              50,469         45,302          39,773
Balance at end of year                                $     633,000  $     863,000  $    1,000,000
</TABLE>
The Financial Accounting Standards Board issued FAS No. 114, "Accounting By
Creditors for Impaired Loans", in May 1993.  The new accounting standard will
require that impaired loans, which are defined as loans where it is probable
that a creditor will not be able to collect both the contractual interest and
principal payments, be measured at the present value of expected future cash
flows discounted at the loan's effective rate when assessing the need for a loss
accrual.  The new accounting standard is effective for the Corporation's
financial statements beginning January 1, 1995.  The effect on the Corporation
of adopting this new accounting standard is currently being evaluated.

<PAGE>F-17                                                                   41
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



NOTE 5 - PREMISES AND EQUIPMENT

The components of premises and equipment at December 31, 1993 and 1992 are
summarized below:
<CAPTION>
                                                         Estimated
(in thousands)                                          useful life         1993            1992

<S>                                                                  <C>            <C>
Land                                                                 $      23,558  $       25,035
Buildings                                              10 to 40 years      176,885         179,569
Leasehold improvements                                 5 to 10 years       137,598         146,552
Equipment                                              4 to 15 years       378,133         392,459
    Total                                                                  716,174         743,615
Less accumulated depreciation and amortization                             409,141         407,079
    Total                                                            $     307,033  $      336,536

</TABLE>
Depreciation and amortization expense of $48.6 million in 1993, $51.5 million in
1992 and $48.1 million in 1991 is included in occupancy expense or equipment
expense, depending upon the nature of the asset.

The Corporation occupies certain other premises and rents equipment, primarily
data processing equipment, under leases that are accounted for as operating
leases.  These leases have expiration dates through 2023.  Operating lease
rentals aggregated $47.6 million in 1993, $52.1 million in 1992 and $54.8
million in 1991.  Such amounts are recorded net of sublease income totaling
$1.5 million in 1993 and $1.2 million in 1992 and 1991.

The minimum rental commitments of the Corporation at December 31, 1993 under the
terms of operating leases in excess of one year were as follows: $35.3 million
in 1994; $31.0 million in 1995; $25.0 million in 1996; $19.2 million in 1997;
$14.2 million in 1998; and $39.8 million after 1998.

NOTE 6 - FORECLOSED PROPERTIES

Foreclosed properties of $48.0 million and $244.4 million are stated net of
reserves of $6.6 million and $34.5 million at December 31, 1993 and 1992,
respectively.  Provisions charged to operations for changes in the carrying
value of foreclosed properties amounted to $68.1 million, $134.2 million and
$77.1 million in 1993, 1992 and 1991, respectively.
<TABLE>
NOTE 7 - OTHER ASSETS AND ACCRUED TAXES AND OTHER LIABILITIES

The components of other assets at December 31, 1993 and 1992 are presented
below:
<CAPTION>
(in thousands)                                                              1993            1992
<S>                                                                  <C>            <C>
Receivable for securities sold                                       $     215,564  $    1,028,434
Net deferred income taxes                                                  202,321         135,411
Accrued interest income                                                    154,674         143,465
Prepaid pension expense                                                    129,493         126,218
Goodwill                                                                   105,104         111,188
Other                                                                      447,491         475,953
  Total                                                              $   1,254,647  $    2,020,669

<PAGE>F-18                                                                   42
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Net deferred income taxes of $135.4 million at December 31, 1992 represent
amounts computed under the prior accounting standard for income taxes.
Effective January 1, 1993, net deferred income taxes computed under the new
accounting standard were $188.2 million.
<TABLE>
The components of accrued taxes and other liabilities at December 31, 1993 and
1992 are presented below:
<CAPTION>
(in thousands)                                                              1993            1992
<S>                                                                  <C>            <C>
Payable for securities purchased                                     $          83  $    1,102,027
Accrued interest expense                                                    67,648          60,790
Accrued dividends payable                                                   22,955           3,199
Accrued restructuring expenses                                               6,854
Accrued postemployment benefits expense                                      8,400
Accrued postretirement health care and life insurance benefits expense       6,214
Other                                                                       71,769          64,232
  Total                                                              $     183,923  $    1,230,248
</TABLE>
<TABLE>
NOTE 8 - OTHER BORROWINGS

Other borrowings of the Corporation at December 31, 1993 and 1992 were as
follows:
<CAPTION>
(in thousands)                                                              1993            1992
<S>                                                                  <C>            <C>
Federal funds purchased                                              $   1,709,315  $      260,779
Securities sold under agreements to repurchase                           5,742,087       4,319,919
Treasury tax and loan funds                                                599,962         271,458
Private placement notes                                                    174,996         150,256
Federal Home Loan Bank of Boston borrowings                                961,246         326,050
  Total                                                              $   9,187,606  $    5,328,462
</TABLE>
The scheduled maturities of Federal Home Loan Bank of Boston borrowings are as
follows:  $802.0 million due in 1994 with interest rates at 3.20 to 3.97
percent; and $159.2 million due in 1995 and thereafter with interest rates at
4.12 to 9.01 percent.
<TABLE>
Securities sold under agreements to repurchase, representing primarily U.S.
Government agency securities, at December 31, 1993 are detailed below by due
date:
<CAPTION>
                                                          Less than        30-90
(in thousands)                             Overnight      30 days         days           Total

Securities sold
  <S>                                    <C>          <C>            <C>            <C>
  Amortized cost                         $   974,640  $   4,725,415  $      45,117  $    5,745,172
  Fair  value                                979,636      4,776,400         45,348       5,801,384
Repurchase borrowings                        976,746      4,720,207         45,134       5,742,087
Average borrowing interest rate                 2.37 %         3.10 %         3.12 %          2.98 %

<PAGE>F-19                                                                   43
</TABLE>
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



NOTE 9 - NOTES AND DEBENTURES

The Corporation's notes and debentures at December 31, 1993 and 1992 are
summarized below:
<CAPTION>
(in thousands)                                                              1993            1992

<S>                                                                  <C>            <C>
8 7/8% notes due 1996, net of discount                               $     149,769  $      149,680
8 1/8% notes due 1997, net of discount                                      99,880          99,848
Floating rate subordinated notes due 1997                                   50,000          50,000
9.85% subordinated capital notes due 1999, net of discount                 149,915         149,900
8 5/8% subordinated notes due 1999, net of discount                        149,684         149,631
7.20% subordinated notes due 2003, net of discount                         149,720
8 1/4% notes due 1993                                                                      114,680
11 3/4% notes due 1995                                                                      50,000
8 5/8% sinking fund debentures due 1999                                                     17,961
Other                                                                        9,973          28,133
  Total                                                              $     758,941  $      809,833
</TABLE>
The fair value of the Corporation's notes and debentures was approximately
$827.4 million and $828.4 million at December 31, 1993 and 1992, respectively.

Both the 8 7/8% and 8 1/8% notes are unsecured obligations with interest payable
semiannually.  The floating rate subordinated notes bear interest at a rate of
3/8 percent above LIBOR (London Inter Bank Offered Rate).  Both the 8 5/8% and
7.20% subordinated notes may not be redeemed prior to maturity.  Interest is
payable semiannually.  The 7.20% subordinated notes were issued during April
1993.

The agreement for the 9.85% subordinated capital notes provides that, on the
maturity date of June 1, 1999, the notes, at the Corporation's option, will
either be exchanged for common stock, preferred stock or certain other primary
capital securities of the Corporation having a market value equal to the
principal amount of the notes, or will be repaid from the proceeds of other
issuances of such securities.  The Corporation may, however, at its option,
revoke its obligation to redeem the notes with capital securities based upon the
capital treatment of the notes by its primary regulator or consent by its
primary regulator for such revocation.  The holders of the capital notes are
subordinate in rights to depositors and other creditors.

The Corporation redeemed the outstanding balances of the following notes with
balances aggregating $85.2 million during 1993: 11 3/4% notes due 1995; 8 5/8%
sinking fund debentures due 1999; 8 1/2% sinking fund debentures due 1996 and 8
1/8% promissory notes due 1998 included in other notes above.  The redemption of
these notes did not have a material effect on the Corporation's results of
operations or financial condition.  During 1993, the 8 1/4% notes matured and
were fully paid.

<PAGE>F-20                                                                   44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Certain of the Corporation's note and debenture agreements include provisions
that limit the ability of the Corporation to sell the capital stock of its
subsidiary banks or dispose of significant portions of assets of these
subsidiaries.

The Corporation has agreed to guarantee payment of certain notes and debentures
of Hartford National Corporation totaling $149.9 million and of Shawmut
Corporation totaling $249.6 million at December 31, 1993.  See "Note 18 -
Summarized Financial Information of Certain Note and Debenture Issuers".

The scheduled maturities of the Corporation's notes and debentures for each of
the next five years are as follows: $.4 million in 1994; $.4 million in 1995;
$150.2 million in 1996; $150.4 million in 1997; $.5 million in 1998; and $457.0
million after 1998.

NOTE 10 - SHAREHOLDERS' EQUITY

The payment of dividends is determined by the Board of Directors in light of the
earnings, capital levels, cash requirements and the financial condition of the
Corporation and its subsidiaries, applicable government regulations and policies
and other factors deemed relevant by the Board of Directors, including the
amount of dividends payable to the Corporation by its subsidiary banks.  Various
federal laws, regulations and policies limit the ability of the Corporation's
subsidiary banks to pay dividends.  See "Note 16 - Regulatory Matters".

Shawmut National Corporation's Board of Directors is authorized to issue up to
10,000,000 shares of preferred stock without par value in series and to
determine the designation, dividend rates, redemption provisions, liquidation
preferences, sinking fund provisions and all other rights of each series.
Shawmut National Corporation had outstanding at December 31, 1993 a series of
575,000 shares of 9.30% Cumulative Preferred Stock with a stated value of $250
per share represented by Depositary Shares and a series of 700,000 shares of
Preferred Stock with Cumulative and Adjustable Dividends with a stated value
of $50 per share.  Both series of preferred stock rank senior to the
Corporation's common stock as to dividends and liquidation preference.

The Depositary Shares represent a one-tenth interest in a share of 9.30%
Cumulative Preferred Stock and are not subject to any mandatory redemption or
sinking fund provisions.  The 9.30% Cumulative Preferred Stock will be
redeemable on at least 30 but not more than 60 days notice, at the option of the
Corporation, as a whole or in part, at any time on and after October 15, 1997 at
a redemption price equal to $250 per share plus dividends accrued and
accumulated but unpaid to the redemption date.

<PAGE>F-21                                                                   45

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



The dividend rate on the Preferred Stock with Cumulative and Adjustable
Dividends is established quarterly and is based on a rate that is 2.25
percent below the highest interest rate of selected short- and long-term U. S.
Treasury securities prevailing at the time the rate is set.  The dividend rate
for any dividend period will in no event be less than 6.00 percent or greater
than 12.00 percent per annum.  This series of preferred stock is redeemable, at
the Corporation's option, at $50.00 per share.

Dividends of $23.25 and $4.65 per share were declared on the 9.30% Cumulative
Preferred Stock during 1993 and 1992, respectively.  Dividends of $3.00, $3.01
and $3.23 per share were declared during 1993, 1992 and 1991, respectively, on
the Preferred Stock with Cumulative and Adjustable Dividends.  Dividends
declared per common share were $.50 during 1993.  There were no dividends
declared on common shares during 1992 or 1991.

The Corporation's Board of Directors previously adopted a rights plan which
provides for the distribution of one right for each outstanding share of common
stock.  Each right entitles common stockholders to buy one-one hundredth of a
newly issued share of Series A Junior Participating Preferred Stock of the
Corporation at an exercise price of $100 per share, subject to adjustment.  The
rights, which will expire March 10, 1999, can be redeemed by the Corporation
under certain circumstances at one cent per right.  The rights become
exercisable if certain events relating to the acquisition or proposed
acquisition of common shares of the Corporation occur. When exercisable, under
certain circumstances, each right will enable its holder to purchase, at the
right's then current exercise price, common shares of the Corporation (or, under
certain circumstances, a combination of cash, property, common shares or other
securities) having a value of twice the right's exercise price.  In addition, if
thereafter the Corporation is involved in a merger or other business combination
transaction with another person in which its shares are changed or exchanged, or
if the Corporation sells more than 50 percent of its assets, cash flow, or
earning power to another person or persons, each right (with certain exceptions)
that has not previously been exercised will entitle its holder to purchase, at
the right's then current exercise price, common shares of such other person
having a value of twice the right's exercise price.

Common shares totaling 19,716,617 at December 31, 1993 were reserved for
issuance under the Dividend Reinvestment and Stock Purchase Plan and the
Corporation's Stock Option and Restricted Stock Award Plan.  In addition,
approximately 25,438,198 common shares have been reserved for issuance relating
to the Corporation's pending acquisitions.  See "Note 2 - Acquisitions".

In connection with the settlement of certain litigation, on January 18, 1994 the
Corporation issued warrants for the purchase of up to 1,329,115 shares of common
stock.  The warrants have an exercise price of $22.11 per share, are listed on
the New York Stock Exchange, are freely tradable and are exercisable for a
period of one year, commencing January 18, 1995.  See "Note 15 - Litigation".

<PAGE>F-22                                                                   46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 11 - PENSION AND OTHER EMPLOYEE BENEFIT PLANS

Pension and Thrift Plans - The Corporation has a noncontributory, qualified
defined benefit pension plan covering substantially all full-time employees
meeting certain requirements as to age and length of service.  For those vested,
the plan provides a monthly benefit upon retirement based on compensation during
the five consecutive highest paid years of employment and years of credited
service.  It is the Corporation's policy to fund annually an amount consistent
with the funding requirements of federal law and regulations and not to exceed
an amount which would be deductible for federal income tax purposes.
Contributions are intended to provide not only for benefits attributed to
service to date but also for those expected to be earned in the future.  The
assets of the plan are primarily invested in listed stocks.

The Corporation also has supplemental retirement plans that cover certain
employees and pay benefits that supplement any benefits paid under the qualified
plan.  Benefits under the supplemental plans are generally based on compensation
not includible in the calculation of benefits to be paid under the qualified
plan.
<TABLE>
The following table sets forth the funding status and the prepaid pension
expense of the Corporation's pension and supplemental benefit plans recognized
in the balance sheet at December 31, 1993 and 1992:
<CAPTION>
(in thousands)                                                              1993            1992

Actuarial present value of benefit obligations
  <S>                                                                <C>            <C>
  Vested benefit obligation                                          $    (103,579) $      (73,514)
  Accumulated benefit obligation                                     $    (119,123) $      (88,148)
Projected benefit obligation for services rendered to date           $    (167,908) $     (126,339)
Plan assets at fair market value                                           240,896         240,852
Plan assets in excess of projected benefit obligation                       72,988         114,513
Unrecognized net actuarial (gain) loss                                      44,286          (2,417)
Unrecognized prior service cost                                             15,637          17,530
Unrecognized net asset                                                      (3,418)         (3,408)
Prepaid pension expense                                              $     129,493  $      126,218

<PAGE>F-23                                                                   47
</TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



The Corporation's net pension income was $.2 million in 1993 and $3.0 million in
1992 and 1991.
<TABLE>
The components of net pension income for the years ended December 31, 1993, 1992
and 1991 for all plans were as follows:
<CAPTION>
(in thousands)                                               1993           1992            1991
<S>                                                   <C>            <C>            <C>
Service cost for benefits earned during the period    $       8,523  $       8,230  $        7,224
Interest cost on projected benefit obligation                10,869          8,654           7,110
Actual return on plan assets                                (22,557)       (20,659)        (18,614)
Net amortization and deferral of gains and losses             2,962          1,830           1,296
Settlement and curtailment gains, net                                       (1,049)
Net pension income                                    $        (203) $      (2,994) $       (2,984)

Significant rate assumptions as of December 31, 1993, 1992 and 1991, used in
determining 1993, 1992 and 1991 net pension income and related pension
obligations were as follows:

                                                             1993           1992            1991

Discount rate used in determining
  <S>                                                           <C>            <C>             <C>
  projected benefit obligation                                  7.5 %          8.5 %           8.5 %
Rate of increase in compensation levels                         4.5            4.5             5.0
Long-term rate of return on plan assets                        10.0           10.0            10.0

</TABLE>
The Corporation also sponsors defined contribution plans covering substantially
all employees.  Contributions under such plans totaled $6.5 million in 1993,
$6.1 million in 1992 and $6.4 million in 1991.

Postretirement Health Care and Life Insurance Benefits - The Corporation
sponsors four postretirement benefit plans that provide health care and life
insurance benefits for retired employees that have met certain age and service
requirements.  One plan provides medical benefits and the other three plans
provide life insurance benefits.  The postretirement medical plan and one of the
life insurance plans are contributory with contributions adjusted annually to
reflect certain cost-sharing provisions of the plans.  The remaining two
postretirement life insurance plans are noncontributory.  It is the
Corporation's policy to fund the postretirement benefit plans as claims are
paid.  Plan assets represent the cash surrender value of life insurance policies
related to one of the plans described above.

The Corporation adopted FAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions", effective January 1, 1993.  This new accounting
standard requires the expected cost of these postretirement health care and life
insurance benefits to be accrued and charged to operations during the years the
employees render the service. The Corporation is amortizing the transition
obligation of $94.8 million on a straight-line basis over 20 years.  The
postretirement benefit expense for 1993 was $14.7 million.  Previously, the     
the Corporation's postretirement benefits were expensed as claims were paid
and totaled approximately $5.0 million for 1992 and $4.5 million for 1991.

<PAGE>F-24                                                                   48
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The following table sets forth the funded status and the accrued postretirement
health care and life insurance benefits expense of the Corporation's
postretirement benefit plans recognized in the balance sheet at December 31,
1993:
<CAPTION>
(in thousands)                                                                              1993

Accumulated postretirement benefit obligation
  <S>                                                                               <C>
  Retirees                                                                          $      (63,340)
  Fully eligible active plan participants                                                  (19,884)
  Other active plan participants                                                           (16,461)
    Total                                                                                  (99,685)
Plan assets at fair market value                                                             2,292
Accumulated postretirement benefit obligation
  in excess of plan assets                                                                 (97,393)
Unrecognized net actuarial gain                                                              1,117
Unrecognized transition obligation                                                          90,062
Accrued postretirement health care and life insurance benefits expense              $       (6,214)

Significant rate assumptions as of December 31, 1993 used in determining 1993
postretirement health care and life insurance benefits expense and related
obligation were as follows:
                                                                                            1993

Discount rate used in determining
  accumulated postretirement benefit obligation                                                7.5 %
Rate of increase in compensation levels                                                        4.5
Long-term rate of return on plan assets                                                        5.0
Medical cost trend rate                                                                       12.0
Medicare benefits trend rate                                                                  10.5
</TABLE>
The assumptions for medical costs and Medicare benefits trend to 5.0 percent by
the year 2001 and remain constant thereafter.  Increasing the assumed health
care cost trend rate by one percentage point would increase the accumulated
postretirement benefit obligation at December 31, 1993 by $5.6 million and
increase the aggregate of the service and interest cost components of net
periodic postretirement benefits expense for 1993 by $.8 million.

<TABLE>
The components of the annual postretirement health care and life insurance
benefits expense for the year ended December 31, 1993 are summarized below:

<CAPTION>
(in thousands)                                                                              1993
<S>                                                                                 <C>
Service cost for benefits earned during the period                                  $        2,290
Interest cost on projected benefit obligation                                                7,762
Actual return on plan assets                                                                  (112)
Net amortization of the transition obligation                                                4,741
Postretirement health care and life insurance benefits expense                      $       14,681

<PAGE>F-25                                                                   49
</TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



Postemployment Benefits - The Corporation provides disability and workers'
compensation related benefits to former or inactive employees after employment
but before retirement and had also provided supplemental severance benefits to
certain former employees.  The Corporation adopted, in the fourth quarter of
1993 retroactive to January 1, 1993, FAS No. 112, "Employers' Accounting for
Postemployment Benefits".  The new accounting standard requires that the cost of
these benefits be accrued and charged to operations if the obligation is
attributable to services already rendered, rights to such benefits accumulate or
vest, payment of the benefits is probable and the amount of the benefits can be
reasonably estimated.  Previously, the Corporation's postemployment benefits
were expensed as payments were made. The Corporation recognized an after-tax
charge of $6.6 million recorded as a cumulative effect of a change in method of
accounting for 1993 relating to the adoption of this new accounting standard.

Stock Option and Restricted Stock Award Plan - The Corporation has a Stock
Option and Restricted Stock Award Plan (the Plan), which provides for the
granting of incentive and nonqualified stock options to certain employees for
the purchase of Shawmut National Corporation common stock at 100 percent of fair
market value at the date of grant. Options granted under the Plan are
exercisable after a minimum of one year but within ten years of the date of
grant. Also, options granted may be accompanied by stock appreciation rights
(SARs) or limited stock appreciation rights (LSRs), or both. SARs and LSRs
entitle the holder to receive payment equal to the increase in the market value
of the common stock from the date of grant to the date of exercise.  LSRs may
be exercised only during the 60-day period following a change of control.  SARs
and LSRs may be granted only in tandem with stock options and may be paid in
cash or common stock at the election of the employee.

The Plan also provides for the granting of restricted stock and performance
share units to certain key executives.  A performance share unit represents an
interest in a restricted share of common stock and any dividends declared.
Grants of performance share units are determined using certain guidelines based
on salary and responsibility levels, as well as predetermined performance
criteria.  A total of 7,600,000 shares of common stock have been reserved for
the Plan, including the performance share units.  Charges for the Plan related
to restricted stock awards totaled $1.0 million in 1993 and $.8 million in 1992.
There were no charges associated with the Plan in 1991.  A grant of 308,200
shares of performance share units occurred on October 28, 1993, for the
performance periods beginning January 1, 1994 through December 31, 1995.
Compensation expense will be recognized based on the fair value of the
performance share units over this period.
                                                                             50
<PAGE>F-26

<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Transactions in the Corporation's stock options for the three year period ended
December 31, 1993 are summarized below:
<CAPTION>
                                                                         Option
                                                         Number of        price          Total
                                                          shares        per share    (in thousands)
<S>                                                       <C>        <C>            <C>
Outstanding December 31, 1990                             2,165,162  $      6 - 31  $       40,248
Granted in 1991                                               2,500              5              12
Cancelled in 1991                                          (281,609)        6 - 30          (4,410)
Exercised in 1991                                            (6,021)             6             (37)
Outstanding December 31, 1991                             1,880,032         5 - 31          35,813
Granted in 1992                                             689,500        11 - 19           7,603
Cancelled in 1992                                          (383,285)        6 - 30          (7,659)
Exercised in 1992                                          (154,671)        6 - 11          (1,072)
Outstanding December 31, 1992                             2,031,576         5 - 31          34,685
Granted in 1993                                           1,386,187        17 - 25          31,332
Cancelled in 1993                                          (264,534)        6 - 31          (6,528)
Exercised in 1993                                          (337,369)        6 - 23          (2,662)
Outstanding December 31, 1993                             2,815,860  $      5 - 30  $       56,827
Options exercisable
  at December 31, 1993                                    1,150,092  $      5 - 30  $       22,808
Shares available for future grants
  at December 31, 1993                                    3,399,791

</TABLE>
At December  31, 1993, SARs had previously been issued in tandem with 605,000
outstanding stock options.  Common stock issued relating to restricted stock
awards amounted to 48,000 shares in 1993 and 226,000 shares in 1992.  There were
no restricted stock awards in 1991.

<TABLE>
NOTE 12 - OTHER NONINTEREST INCOME AND NONINTEREST EXPENSES

The components of other noninterest income for the years ended December 31,
1993, 1992 and 1991 were as follows:
<CAPTION>
(in thousands)                                               1993           1992            1991

<S>                                                   <C>            <C>            <C>
Loan servicing                                        $      10,914  $      19,895  $       32,941
Foreign exchange trading                                      2,948          9,288           5,586
Trading account profits                                       6,379          6,559           7,078
Residential mortgage sales                                   23,524          5,400             754   
Loan securitizations and sales                                              22,335
Gain on sale of credit card portfolio and
  merchant card business                                                                    71,471
Other                                                        31,113         41,040          46,263
  Total                                               $      74,878  $     104,517  $      164,093

<PAGE>F-27                                                                   51
</TABLE>

<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES


The components of noninterest expenses for the years ended December 31, 1993,
1992 and 1991 were as follows:
<CAPTION>
(in thousands)                                               1993           1992            1991
<S>                                                   <C>            <C>            <C>
Compensation                                          $     376,801  $     366,516  $      364,260
Benefits                                                     77,068         63,902          61,989
  Total                                               $     453,869  $     430,418  $      426,249

Occupancy                                             $      93,519  $      97,629  $       94,169
Equipment                                                    53,704         58,784          62,974
  Total                                               $     147,223  $     156,413  $      157,143

Foreclosed properties
  Provision                                           $      68,097  $     134,153  $       77,171
  Expense                                                    27,631         32,960          32,886
   Total                                              $      95,728  $     167,113  $      110,057

Federal Deposit Insurance Corporation premiums        $      43,459  $      36,789  $       38,234
Communications                                               40,220         40,791          43,515
Restructuring charges                                        36,319
Advertising                                                  20,560         13,160          10,156
Other                                                       190,339        191,705         184,286
  Total                                               $     330,897  $     282,445  $      276,191

</TABLE>
NOTE 13 - INCOME TAXES

The Corporation adopted FAS No. 109, "Accounting for Income Taxes" (FAS 109),
prospectively, effective January 1, 1993.  The Corporation's deferred tax asset
(deferred tax assets less deferred tax liabilities) at December 31, 1992 was
$135.4 million.  The Corporation's deferred tax asset represents future
deductible temporary differences attributable primarily to provisions for loan
losses in excess of the deductible amounts for tax purposes.  The Corporation's
deferred federal tax asset recorded upon adoption of FAS 109 (prior to valuation
allowance) at January 1, 1993 was $268.2 million.  The income tax benefits of
these deductible temporary differences recognized under FAS 109 were subjected
to an evaluation of whether it was more likely than not that the income tax
benefits will be realized and, as a result, a valuation allowance of $80.0
million was established, resulting in a net deferred tax asset of $188.2 million
at January 1, 1993.  The level of the valuation allowance reflected
management's best judgment regarding the amounts and timing of future taxable
income and the estimated reversal pattern of these temporary differences.
Deferred state tax assets, net of the valuation allowance, were nil.  The
cumulative effect of this accounting change was the recognition of a $52.8
million income tax benefit in the first quarter of 1993.

At December 31, 1993, the Corporation's deferred federal tax asset was $202.3
million.  Based upon management's best judgment regarding the amounts and timing
of future taxable income and the estimated pattern of temporary differences, no
valuation allowance was recorded at year end.

<PAGE>F-28                                                                   52

<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The components of deferred income taxes at December 31, 1993 were as follows:
<CAPTION>
                                                                        Deferred        Deferred
                                                                           tax            tax
(in thousands)                                                           assets       liabilities

<S>                                                                  <C>            <C>
Loan loss reserve                                                    $     226,738
Writedowns for foreclosed properties                                        18,483
Employee benefits                                                                   $       38,136
Depreciation and leasing                                                                    24,919
Other, net                                                                  20,155
  Total deferred income taxes                                        $     265,376  $       63,055

The current and deferred components of income taxes (benefit) for the years
ended December 31, 1993, 1992 and 1991 were as follows:
<CAPTION>
(in thousands)                                               1993           1992            1991

Current
<S>                                                   <C>            <C>            <C>
  Federal                                             $       5,175  $     (13,347) $      (15,679)
  State and other                                             1,194            931           1,530
    Total current income taxes                                6,369        (12,416)        (14,149)
Deferred income taxes                                       (13,969)        33,101          15,679
    Total income taxes (benefit)                      $      (7,600) $      20,685  $        1,530

The components of deferred income tax expense under the prior accounting
standard for income taxes for each of the two years in the period ended December
31, 1992 were as follows:
<CAPTION>
(in thousands)                                                              1992            1991
<S>                                                                  <C>            <C>
Provision for loan losses                                            $      56,740  $      (20,255)
Provision for foreclosed properties                                        (24,306)        (13,433)
Direct leasing                                                              (6,415)         (3,510)
Pension expense                                                                972             (61)
Gain on assets securitized and sold                                          5,618          (5,301)
Operating loss generating no current tax benefit                                            66,319
Other, net                                                                     492          (8,080)
  Total deferred income taxes                                        $      33,101  $       15,679

<PAGE>F-29                                                                   53
</TABLE>

<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



A reconciliation of the difference between consolidated income tax expense
(benefit) and the amount computed by applying the federal statutory rate of 35
percent for the year ended December 31, 1993 and 34 percent for the years ended
December 31, 1992 and 1991 is presented below:
<CAPTION>
(in thousands)                                               1993           1992            1991
<S>                                                      <C>         <C>            <C>
Tax expense (benefit) at statutory rate on income (loss) $   82,933  $      26,355  $      (57,499)
Tax-exempt securities and loan income,
  net of interest disallowance                               (3,407)        (3,957)         (6,143)
Dividend received exclusion                                  (3,615)        (3,799)         (4,526)
Effect of change in tax rates                                (7,888)
Reduction in valuation allowance                            (80,000)
State income tax expense, net of federal tax benefit            776            614           1,010
Operating loss generating no current tax benefit                                            66,319
Other items                                                   3,601          1,472           2,369
    Total income tax expense (benefit)                $      (7,600) $      20,685  $        1,530
</TABLE>
Income tax expense associated with securities gains and losses, computed by
applying the federal statutory rate of 35 percent (34 percent in 1992 and 1991)
to securities transactions, was $2.0 million, $29.2 million and $26.6 million
for the years ended December 31, 1993, 1992 and 1991, respectively.

NOTE 14 - CONCENTRATIONS OF CREDIT RISK AND FINANCIAL INSTRUMENTS
WITH OFF-BALANCE SHEET RISK

The Corporation provides deposit and loan products and other financial services
to consumer and commercial customers located principally in New England.  The
Corporation's loan portfolio at December 31, 1993 consisted of commercial and
industrial loans (41 percent), consumer loans (41 percent), real estate
investor/developer loans (9 percent) and owner-occupied commercial real estate
loans (9 percent).  Securities, short-term investments and off-balance sheet
interest rate instruments, such as futures contracts and interest rate swaps,
option and cap agreements, are among the financial instruments used by the
Corporation in its balance sheet management activities.

Securities and short-term investment activities are conducted with a diverse
group of domestic and foreign governments, corporations and depository and other
financial institutions.  The Corporation evaluates the counterparty's
creditworthiness and the need for collateral on a case by case basis.

The Corporation manages its loan portfolio to avoid concentration by industry or
loan size to minimize its credit exposure.  Commercial loans may be
collateralized by the assets underlying the borrowers' business such as accounts
receivable, equipment, inventory and real property.  Consumer loans such as
residential mortgage and installment loans are generally secured by the real or
personal property financed.  Commercial real estate loans are generally secured
by the underlying real property and rental agreements.

<PAGE>F-30                                                                   54

<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



A summary of certain financial instruments at December 31, 1993 and 1992 is
presented below:
<CAPTION>
(in thousands)                                                              1993            1992

Financial instruments whose contract amounts
  represent credit risk
    <S>                                                              <C>            <C>
    Commitments to extend credit                                     $   7,706,278  $    5,707,176
    Standby letters of credit                                            1,364,778         789,083
    Residential mortgage loans sold with recourse                          167,559         251,072

Financial instruments whose contract amounts
  do not represent credit risk
    Commitments to purchase and sell foreign exchange                   11,034,179       5,573,824
    Notional balance of interest rate swap agreements                    1,983,500         702,800
    Notional balance of interest rate cap agreements
      Written                                                            2,446,907
      Purchased                                                          3,396,907          45,000
    Notional balance of futures contracts                                2,528,000
    Notional balance of option contracts
      Written                                                              786,000       1,244,000
      Purchased                                                            786,000       1,244,000
</TABLE>
Commitments to extend credit at December 31, 1993 included commercial and
industrial lines of $6.5 billion, consumer equity credit lines of $1.1 billion
and commercial real estate lines of  $170.6 million.  The fair value of these
commitments at December 31, 1993 and 1992, representing the discounted value of
potential fee income, was approximately $25.4 million and $13.0 million,
respectively.

Standby letters of credit are obligations to make payments under certain
conditions to meet contingencies related to customers' contractual agreements
and are subject to the same risk, credit review and approval process as a loan.
Letters of credit are primarily used to enhance credit for public and private
borrowing arrangements and to guarantee a customer's financial performance.  The
fair value of the Corporation's standby letters of credit, representing the
discounted value of potential fee income, was approximately $6.4 million and
$5.4 million at December 31, 1993 and 1992, respectively.

Residential mortgage loans sold with recourse represent loans sold to U.S.
Government agencies which allows the purchaser the option of requiring the
Corporation to reacquire a loan in the event of default by the borrower.  The
option may extend for a period of five years or for the life of the loan.  The
Corporation has determined that the liability under the terms of the option
agreements is not material.  Residential mortgage loans are underwritten and
sold by the Corporation's mortgage banking subsidiary.

Foreign exchange contracts are entered into primarily for trading activities.
The risk associated with foreign exchange contracts arises from the
counterparties' failure to meet the terms of the contracts.  An additional risk
is that the value of a foreign currency might change in relation to the U.S.
dollar.  In the event of a default by a counterparty, the cost to the
Corporation, if any, would be the replacement cost of the contract at the
current market rate.  Exposure to changes in market rate is substantially
lessened since the Corporation limits its risk by entering into offsetting
contracts.  The Corporation's foreign exchange contracts are valued monthly
at current market value and changes in market value are included in other
noninterest income.  The Corporation has accrued net unrealized losses of
approximately $4.9 million and $48.0 million in the balance sheet at December
31, 1993 and 1992, respectively, and estimates the liability to settle the
foreign exchange contracts would not exceed these amounts at these dates.

<PAGE>F-31                                                                   55

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



Interest rate swap agreements are used by the Corporation to manage its interest
rate risk.  These agreements involve the exchange of fixed and variable rate
interest payments based upon a notional principal amount and maturity date.
Interest rate cap agreements are similar to interest rate swap agreements
except that interest payments are only made or received if current interest
rates rise above a predetermined rate.  Included in both written and purchased
interest rate cap agreements are approximately $2.4 billion in notional
balances of agreements which consist of a simultaneous purchase and sale of a
cap.  This combination of agreements are also known as interest rate
corridors.  The risk associated with these agreements arises from the
counterparties' failure to meet the terms of agreements.  Limits are set on
the exposure to any one counterparty.  The Corporation estimated it would pay
approximately $21.5 million and $30.0 million at December 31, 1993 and 1992,
respectively, if it were to terminate the agreements at these dates.  The
fair value of interest rate cap agreements at December 31, 1993 was
approximately $4.2 million, which represents the amount that the Corporation 
would recognize as a loss if the agreements were terminated at that date.

Futures contracts are also used by the Corporation to manage interest rate
exposure.  These instruments are exchange-traded contracts for the future
delivery of securities, other financial instruments or cash settlement at a
specified price or yield.  The fair value of the futures contracts at
December 31, 1993 was approximately $.3 million, which represents the amount
that the Corporation would receive if the contracts were terminated at that
date.

The Corporation utilizes option contracts to limit its exposure to market
fluctuations on securities classified as available for sale.  Options give the
holder the right to purchase or sell securities at a specified price at a future
date. The risk associated with options arises from the counterparties' failure
to meet the terms of the agreements.  The fair value of the Corporation's option
contracts approximated the carrying amount, or the net unamortized premium, at
December 31, 1993 and 1992.

NOTE 15 - LITIGATION

The Corporation, certain of its officers and directors were named as defendants
in several complaints during 1990 and 1991, purportedly brought on behalf of
purchasers of the Corporation's common stock between December 8, 1988 and
January 24, 1991.  Among other things, the complaint in the actions alleged
violations of federal securities laws and negligent misrepresentation based
upon certain allegedly false and misleading public statements relating to the
Corporation's financial position and omissions in the Corporation's public
reports.

The Corporation and the plaintiffs entered into a settlement which was approved
by the court on October 27, 1992. The settlement provides that, in full and
complete settlement of all claims that have been or could have been brought in
the class actions, the defendants will distribute to the members of the class
including all persons who purchased the Corporation's common stock during the
period December 8, 1988 to January 24, 1991, inclusive, warrants to purchase the
Corporation's common stock.  On January 18, 1994 the Corporation issued warrants
for the purchase of up to 1,329,115 shares of common stock.  The warrants have
an exercise price of $22.11 per share, are listed on the New York Stock
Exchange, are freely tradable and are exercisable for a period of one year,
commencing January 18, 1995.

<PAGE>F-32                                                                   56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Defendants denied all allegations of wrongdoing contained in the pleadings in
these actions and agreed to settle these actions solely to avoid the time and
expense of contesting this burdensome litigation.  The settlement did not have
a material effect on the Corporation's results of operations or financial
condition.

During 1993, Shawmut Mortgage Company, the Corporation's mortgage banking
subsidiary, was the subject of an investigation of possible discriminatory
lending by the United States Department of Justice (DOJ) and the Federal Trade
Commission (FTC).  On December 13, 1993, without admitting any wrongdoing,
Shawmut Mortgage Company entered into a consent decree with the DOJ and FTC
regarding past lending practices.  Pursuant to the consent decree, Shawmut
Mortgage Company established a $960 thousand monetary fund to compensate
minority loan applicants who were denied mortgages between January 1990 and
October 1992 but whose applications would be approved under the Corporation's
more recent flexible underwriting criteria.  This settlement did not have a
material effect on the Corporation's results of operations or financial
condition.

The Corporation's Shawmut Bank Connecticut subsidiary, which served as indenture
trustee for certain healthcare receivable backed bonds issued by certain special
purpose subsidiaries of Towers Financial Corporation, and another defendant,
have been named in a lawsuit in federal court in Manhattan by purchasers of the
bonds.  The suit seeks damages in an undetermined amount equal to the difference
between the current value of the bonds and their face amount of approximately
$200 million, plus interest, as well as punitive damages.  The Corporation
believes its actions were reasonable and appropriate and were not the cause of
any loss by the bondholders, and is vigorously defending the action.

The Corporation is subject to various other pending and threatened lawsuits in
which claims for monetary damages are asserted.  Management, after consultation
with legal counsel, does not anticipate that the ultimate liability, if any,
arising out of other pending and threatened lawsuits will have a material effect
on the Corporation's results of operations or financial condition.

<PAGE>F-33                                                                   57

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



NOTE 16 - REGULATORY MATTERS

The Corporation is a bank holding company subject to supervision and regulation
by the Board of Governors of the Federal Reserve System (the Board) under the
Bank Holding Company Act of 1956.  As a bank holding company, the Corporation's
activities and those of its banking and nonbanking subsidiaries are limited to
the business of banking and activities closely related or incidental to banking.

The Corporation's subsidiary banks, Shawmut Bank Connecticut, National
Association (Shawmut Bank Connecticut) and Shawmut Bank, National Association
(Shawmut Bank Massachusetts), are subject to supervision and examination by the
Office of the Comptroller of the Currency (OCC).  The deposits of the
Corporation's subsidiary banks are insured by, and therefore the subsidiary
banks are subject to the regulations of, the Federal Deposit Insurance
Corporation (FDIC).  The banks are also subject to requirements and restrictions
under federal and state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be granted and
the interest that may be charged thereon, limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of the
Corporation's subsidiary banks.  In October 1993, the Federal Reserve Bank of
Boston (FRB) and the OCC removed certain regulatory agreements under which the
Corporation and its subsidiary banks had been operating.  The regulatory
agreements focused on the need to improve asset quality and credit
administration policies, as well as prior approval for dividend payments.

The Board and the OCC have adopted minimum risk-based capital and leverage
guidelines for bank holding companies and national banks.  The minimum Total
capital ratio requirement is 8.00 percent, of which one-half must be Tier 1
capital.  The minimum Leverage ratio requires Tier 1 capital of at least 3.00
percent of average quarterly assets less goodwill and other intangibles.  This
Leverage ratio is the minimum requirement for the most highly rated banking
organizations and other banking organizations are expected to maintain an
additional level of at least 100 to 200 basis points.

The Board, OCC and FDIC implemented regulations, pursuant to the Federal Deposit
Insurance Corporation Improvement Act of 1991 (FDICIA), effective on December
19, 1992, concerning prompt supervisory and regulatory actions to be taken
against undercapitalized depository institutions.  FDICIA establishes five
capital categories: "well-capitalized"; "adequately capitalized";
"undercapitalized"; "significantly undercapitalized"; and "critically
undercapitalized".  Under these regulations, an institution will be deemed
"well-capitalized" if it has a Risk-based Total capital ratio of 10.00 percent
or greater, a Risk-based Tier 1 capital ratio of 6.00 percent or greater and a
Leverage ratio of 5.00 percent or greater.  In addition, the institution cannot
be subject to an order, written agreement, capital directive or prompt
correction action directive.

The Tier 1 capital, Total capital and Leverage ratios for the Corporation at
December 31, 1993 were 8.15 percent, 12.32 percent and 6.34 percent,
respectively.  The Tier 1 capital, Total capital and Leverage ratios for Shawmut
Bank Connecticut were 10.09 percent, 11.37 percent and 7.79 percent,
respectively, while these ratios for Shawmut Bank Massachusetts were 9.77
percent, 11.32 percent and 7.39 percent, respectively, at December 31, 1993.
The Corporation and its subsidiary banks at December 31, 1993 met the definition
for a "well-capitalized" institution.

<PAGE>F-34                                                                   58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The Corporation's subsidiary banks are required to maintain reserves against
certain deposit liabilities in either cash or balances on deposit with the
Federal Reserve System.  The Corporation's subsidiary banks maintained combined
average reserves of approximately $561 million in 1993 with the FRB.

The Board issued proposed revisions to its capital adequacy guidelines in
February 1993 which proposes to limit the amount of deferred tax assets recorded
under FAS 109 that can be used to meet risk-based capital requirements.  This
proposal would limit deferred tax assets to those assets which may be realized
from income taxes paid in prior carryback years, the reversal of future taxable
temporary differences and the lesser of: (1) the amount of deferred tax assets
expected to be realized within one year of the quarter-end date based on future
taxable income (exclusive of tax carryforwards and reversals of existing
temporary differences) for that year, or (2) ten percent of Tier 1 capital.  The
Corporation believes the deferred tax asset at December 31, 1993 would be
allowable in computing regulatory risk-based capital because the deferred tax
asset would not exceed the amount of income taxes previously paid in prior
carryback years.  The Corporation cannot determine whether, or in what form,
this proposal may be enacted.

Principal sources of revenues for the Corporation are dividends received
directly and indirectly from its banks and other subsidiaries and interest
earned on short-term investments and advances to subsidiaries.  Federal law
imposes limitations on the payment of dividends by the subsidiaries of the
Corporation that are national banks.  Two different calculations are performed
to measure the amount of dividends that may be paid:  a recent earnings test and
an undivided profits test.  Under the recent earnings test, a dividend may not
be paid if the total of all dividends declared by a national bank in any
calendar year is in excess of the current year's net profits combined with the
retained net profits of the two preceding years, unless the bank obtains the
approval of the OCC.  Under the undivided profits test, a dividend may not be
paid in excess of a bank's undivided profits then on hand, after deducting bad
debts in excess of the reserve for loan losses.  Under the recent earnings test
at January 1, 1994, which is the more restrictive of the two tests, Shawmut Bank
Connecticut could pay up to $113.8 million in dividends to its parent holding
company without prior approval.  Shawmut Bank Massachusetts, under the recent
earnings test at January 1, 1994, could pay up to $210.7 million in dividends
to its parent holding company without prior approval.  Shawmut Bank Connecticut
and Shawmut Bank Massachusetts had undivided profits of $262.9 million and
$469.6 million, respectively, at December 31, 1993.

The Corporation's subsidiary banks are also restricted under federal law with
respect to the transfer of funds from the subsidiary banks to the Corporation
and its nonbanking subsidiaries.  Such transfers are limited to certain
percentages of the subsidiary bank's capital and surplus.  Loans and extensions
of credit must be secured in specified amounts.  The Corporation had no
borrowings outstanding from either of its subsidiary banks at December 31, 1993.

<PAGE>F-35                                                                   59
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES



NOTE 17 - PARENT COMPANY FINANCIAL INFORMATION

The condensed financial information of Shawmut National Corporation (parent
company only) is presented below:

CONDENSED BALANCE SHEET
<CAPTION>
December 31, (in thousands)                                                 1993            1992

ASSETS
<S>                                                                  <C>            <C>
Cash and short-term investments with subsidiary banks                $     293,984  $      339,126
Equity securities                                                           48,700
Investments in and advances to consolidated subsidiaries(equity basis)   2,083,030       1,607,248
Accrued income and other assets                                             24,985           7,262
  Total                                                              $   2,450,699  $    1,953,636

LIABILITIES AND SHAREHOLDERS' EQUITY
Private placement notes                                              $     174,996  $      150,256
Borrowings from subsidiary                                                 143,917         153,000
Other liabilities                                                           29,092          18,348
Subordinated notes                                                         299,404         149,631
Shareholders' equity                                                     1,803,290       1,482,401
  Total                                                              $   2,450,699  $    1,953,636

CONDENSED STATEMENT OF INCOME

Year ended December 31, (in thousands)                       1993           1992            1991

REVENUES
<S>                                                   <C>            <C>            <C>
Dividend income from subsidiary                       $      81,900
Interest and dividend income
  Advances to subsidiaries                                    4,578  $       2,883  $        4,918
  Short-term investments                                      8,896          8,146           5,851
  Equity securities                                           2,307
Other                                                         7,973          8,588          10,783
  Total                                                     105,654         19,617          21,552
EXPENSES
Interest                                                     30,279         10,563          14,906
Other                                                         9,293         12,420          16,491
  Total                                                      39,572         22,983          31,397
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT), EQUITY
  IN UNDISTRIBUTED INCOME (LOSS) OF SUBSIDIARIES,
  EXTRAORDINARY CREDIT AND ACCOUNTING CHANGES                66,082         (3,366)         (9,845)
Income taxes (benefit)                                       (7,744)          (864)            584
INCOME (LOSS) BEFORE EQUITY IN UNDISTRIBUTED
  INCOME(LOSS) OF SUBSIDIARIES, EXTRAORDINARY CREDIT
  AND ACCOUNTING CHANGES                                     73,826         (2,502)        (10,429)
Equity in undistributed income (loss) of subsidiaries
  before extraordinary credit and accounting changes        170,726         59,333        (160,215)
INCOME (LOSS) BEFORE EXTRAORDINARY CREDIT
  AND ACCOUNTING CHANGES                                    244,552         56,831        (170,644)
Extraordinary credit                                                        18,378
Cumulative effect of changes
  in methods of accounting                                   46,200
NET INCOME (LOSS)                                     $     290,752  $      75,209  $     (170,644)

<PAGE>F-36                                                                   60
</TABLE>
<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



CONDENSED STATEMENT OF CASH FLOWS
<CAPTION>
Year ended December 31, (in thousands)                       1993           1992            1991

OPERATING ACTIVITIES
<S>                                                   <C>            <C>            <C>
Net income (loss)                                     $     290,752  $      75,209  $     (170,644)
Equity in undistributed (income) loss of subsidiaries      (170,726)       (59,333)        160,215
Extraordinary credit on income (loss) of subsidiaries                      (18,288)
Cumulative effect of accounting changes of subsidiaries     (40,431)
Other                                                         4,573          7,620           9,720
CASH PROVIDED (USED) BY OPERATING ACTIVITIES                 84,168          5,208            (709)

FINANCING ACTIVITIES
Increase (decrease) in borrowings                           (15,657)        39,320           1,696
Proceeds from issuance of subordinated notes                149,700        149,631
Proceeds from issuances of common and preferred stock        61,955        356,599             847
Purchases of common stock                                    (2,509)           (10)
Cash dividends paid                                         (42,918)        (2,131)         (1,715)
CASH PROVIDED BY FINANCING ACTIVITIES                       150,571        543,409             828

INVESTING ACTIVITIES
Increase in equity securities                               (48,700)
Decrease (increase) in investments in and
  advances to consolidated subsidiaries                    (231,181)      (320,100)         11,130
CASH PROVIDED (USED) BY INVESTING ACTIVITIES               (279,881)      (320,100)         11,130

INCREASE (DECREASE) IN CASH AND
  SHORT-TERM INVESTMENTS                                    (45,142)       228,517          11,249
Cash and short-term investments at beginning of year        339,126        110,609          99,360
CASH AND SHORT-TERM INVESTMENTS
  AT END OF YEAR                                      $     293,984  $     339,126  $      110,609

</TABLE>
<PAGE>F-37                                                                   61
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES


NOTE 18 - SUMMARIZED FINANCIAL INFORMATION OF CERTAIN NOTE AND DEBENTURE ISSUERS

The Corporation has guaranteed payment of certain notes and debentures of
Hartford National Corporation (HNC) and Shawmut Corporation (SC), whose
subsidiaries include Shawmut Bank Connecticut and Shawmut Bank Massachusetts.
See "Note 16 - Regulatory Matters" about the ability of subsidiary banks to pay
dividends.  The summarized financial information of Hartford National
Corporation and Shawmut Corporation (parent companies only) is presented below.

CONDENSED BALANCE SHEET
<CAPTION>
                                                               HNC                      SC
December 31, (in thousands)                                    1993         1992        1993         1992

ASSETS
Investments in and advances to consolidated subsidiaries
  (equity basis)
    <S>                                                   <C>         <C>          <C>         <C>
    Bank subsidiaries                                     $ 1,142,148 $    908,420 $ 1,013,707 $    892,549
    Nonbank subsidiaries                                      221,317      264,464      34,891       33,003
Equity securities and other investments                       146,070      167,276      19,071       28,226
Advances to affiliates                                                                 143,702      162,350
Cash, accrued income and other assets                          13,875        9,205       5,060        3,530
  Total                                                   $ 1,523,410 $  1,349,365 $ 1,216,431 $  1,119,658

LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings from affiliate                                 $   239,581 $     94,500
Other liabilities                                              19,253       12,049 $    13,945 $     15,452
Notes and debentures                                          149,915      324,780     299,649      324,489
Shareholders' equity                                        1,114,661      918,036     902,837      779,717
  Total                                                   $ 1,523,410 $  1,349,365 $ 1,216,431 $  1,119,658

<PAGE>F-38                                                                   62
</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
CONDENSED STATEMENT OF INCOME

<CAPTION>
                                        HNC                                 SC
Year ended December 31,(in thousands)   1993       1992        1991         1993        1992         1991

REVENUES
Income from bank subsidiaries
    <S>                             <C>        <C>        <C>         <C>          <C>         <C>
    Dividend                        $    3,129                        $     78,771
    Interest                               301 $    1,778 $     3,394        3,345 $     4,219 $      6,029
Interest and dividend income from
    nonbank subsidiaries                18,054      9,071         484
Other                                   12,795     11,107      15,517         (365)      8,341        6,227
    Total                               34,279     21,956      19,395       81,751      12,560       12,256

EXPENSES
Interest                                29,659     33,732      35,864       25,142      27,028       28,156
Other                                    1,018        653       1,828          210         621          843
    Total                               30,677     34,385      37,692       25,352      27,649       28,999

INCOME (LOSS) BEFORE INCOME
  TAX BENEFIT, EQUITY IN
  UNDISTRIBUTED INCOME (LOSS)
  OF SUBSIDIARIES, EXTRAORDINARY
  CREDIT AND ACCOUNTING CHANGES          3,602    (12,429)    (18,297)      56,399     (15,089)     (16,743)
Income tax benefit                        (156)   (10,132)    (11,123)      (9,833)     (6,078)      (1,071)

INCOME (LOSS) BEFORE EQUITY IN
  UNDISTRIBUTED INCOME (LOSS)
  OF SUBSIDIARIES, EXTRAORDINARY
  CREDIT AND ACCOUNTING CHANGES          3,758     (2,297)     (7,174)      66,232      (9,011)     (15,672)
Equity in undistributed income (loss) of
  subsidiaries before extraordinary credit
  and accounting changes
    Bank subsidiaries                   83,240     (9,060)   (127,909)     106,964      78,608      (26,071)
    Nonbank subsidiaries                   581      5,148      14,431        1,624         635        2,417
INCOME (LOSS) BEFORE
  EXTRAORDINARY CREDIT AND
  ACCOUNTING CHANGES                    87,579     (6,209)   (120,652)     174,820      70,232      (39,326)
Extraordinary credit                                2,479                               15,869
Cumulative effect of changes
  in methods of accounting              32,874                               7,543
NET INCOME (LOSS)                   $  120,453 $   (3,730)$  (120,652)$    182,363 $    86,101 $    (39,326)

<PAGE>F-39                                                                   63
</TABLE>
         FINANCIAL GLOSSARY

         Basis Point

         A basis point is equal to one one-hundredth of one percent (25
         basis points equal 0.25 percent and 100 basis points equal one
         percent).

         Book value per Common Share

         The amount of the Corporation's net worth represented by each
         share of outstanding common stock.  It is obtained by dividing
         common shareholders' equity by the number of shares of common
         stock outstanding.

         Core Deposits

         The deposit base represented by ongoing account relationships
         maintained by consumer, commercial, corporate, and institutional
         customers with the Corporation's banks.  Demand deposits,
         savings, money market, NOW and domestic time accounts comprise
         Core Deposits.

         Efficiency Ratio

         The efficiency ratio is a measure of relative overhead expense
         levels and is computed by dividing total noninterest expenses,
         excluding the foreclosed properties provision, by the sum of
         tax-equivalent net interest income plus noninterest income,
         excluding securities gains and losses.

         Federal Funds

         Immediately available funds on deposit at a Federal Reserve Bank.
         Banks with excess reserves lend such funds, generally on an
         overnight basis, to banks that are temporarily deficient in
         required reserves or that want to borrow federal funds to fund
         short-term assets.

         Interest-Earning Assets and Interest-Bearing Liabilities

         Interest is a price paid by a borrower to a lender for the use of
         money.  The Corporation's interest-earning assets result from
         transactions in which it acts as a provider of funds.  These
         include loans to customers, purchases of debt and equity
         securities and various transactions in the short-term money
         markets.  Interest-bearing liabilities are those for which the
         Corporation acts as borrower and pays interest to depositors and
         other suppliers of funds.

         Interest Rate Sensitivity

         The exposure to financial gain or loss due to a change in the
         level of interest rates.  In a given period, if more
         interest-earning assets than interest-bearing liabilities are
         subject to a change in interest rates because the assets are
         maturing or the contract calls for a rate change, the Corporation
         is asset sensitive (or positive) for that period.  Rising
         interest rates during that time would enhance earnings, while
         declining interest rates would reduce earnings.  The reverse
         earnings effect would occur if the Corporation were liability
         sensitive.

<PAGE>F- 40                                                                  64

         Interest Rate Spread

         The difference between two interest rates.  The phrase is most
         often used to refer to the difference between the interest yield
         on average interest-earning assets and the interest cost of
         average interest-bearing liabilities.

         Leverage Ratio

         The ratio was established by federal bank regulators and is
         computed by dividing Tier 1 capital by average quarterly assets
         less goodwill and other intangibles.  A minimum Leverage ratio of
         at least 3.00 percent must be maintained.  This Leverage ratio is
         a minimum requirement for the most highly rated banking
         organizations and other banking organizations will be expected to
         maintain an additional cushion of at least 100 to 200 basis
         points.

         Net Available Demand Deposits

         The remaining portion of demand deposits available for investment
         in interest-earning assets after deducting uncollected checks and
         federally mandated reserves required to be kept against such
         deposits.

         Net Interest Income

         Net interest income is the difference between the interest earned
         on assets and the interest paid on liabilities.  Interest income
         and expense are affected by changes in the volume and mix of
         average interest-earning assets and interest-bearing liabilities,
         as well as changes in the level of interest rates.

         Net Interest Margin

         Net interest margin represents the tax-equivalent yield on
         interest-earning assets.  This is obtained by dividing net
         interest income for a given accounting period by the average
         level of interest-earning assets for the period.  This
         relationship is usually expressed on a tax-equivalent basis.

         Nonaccruing Loans

         Loans on which the accrual of interest income has been
         discontinued because of the uncertainty that exists regarding the
         collection of interest or principal.  This circumstance typically
         results from the borrower's financial difficulties.  Interest
         received on such loans is recorded as a reduction of principal or
         interest income if there is no doubt as to the collectibility of
         the loan.

         Repurchase Agreement

         A transaction in which securities are sold under an agreement
         that the selling institution will repurchase the securities from
         the buyer at a specified future date and price.  In effect, the
         original seller is borrowing money for the period, using the
         securities as collateral.

         Restructured Loans

         Loans with original terms which have been modified as a result of
         a change in the borrower's financial condition.  Typically,
         interest rate concessions are made or repayment schedules are
         lengthened in these cases.

<PAGE>F-41                                                                   65

         Return on Average Assets

         A ratio obtained by dividing net income by average assets.  It is
         a measure of profitability in banking.

         Return on Average Common Equity

         A ratio obtained by dividing net income applicable to common
         shareholders' (after payment of preferred stock dividends) by
         average common shareholders' equity.  This is a standard measure
         of the rate of return on the common shareholders' investment.

         Risk-weighted Assets

         Established by federal bank regulators, this is computed based on
         the sum of Risk-weighted balance sheet assets and off-balance
         sheet credit equivalent amounts calculated in accordance with
         federal guidelines.

         Tax-equivalent Basis

         An adjustment of income exempt from federal and state taxes or
         taxed at preferential rates, such as interest income on state and
         municipal bonds or dividends on equity securities, to an amount
         that would yield the same pre-tax income had the income been
         subject to taxation.  The result is to equate the true earnings
         value of tax-exempt and taxable income.

         Tier 1 Capital

         Established by federal bank regulators, this is composed of
         common equity, retained earnings and perpetual preferred stock
         reduced by goodwill and certain nonqualifying intangible assets.

         Tier 1 Capital and Total Capital Ratios

         These measures of capital adequacy have been established by
         federal bank regulators, who require institutions to have a
         minimum ratio of Tier 1 capital to Risk-weighted assets of 4.00
         percent and a minimum ratio of Total capital to Risk-weighted
         assets of 8.00 percent.  The ratios are obtained by dividing Tier
         1 capital or Total capital by Risk-weighted assets.

         Total Capital

         Established by federal bank regulators, this consists of Tier 1
         capital plus a limited amount of allowable debt, certain other
         financial instruments and a limited amount of the reserve for
         loan losses.

<PAGE>F-42                                                                   66

<TABLE>

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
<CAPTION>
Year ended December 31, (in millions, except
  per share and ratio data)                                1993          1992          1991          1990          1989
RESULTS OF OPERATIONS
<S>                                                  <C>          <C>           <C>           <C>           <C>
Net interest income                                  $     924.6  $      825.3  $      737.3  $      759.5  $      888.5
Provision for loan losses                                   29.2         189.5         466.4         434.3         625.8
Net interest income after
  provision for loan losses                                895.4         635.8         270.9         325.2         262.7
Securities gains, net                                        5.7          85.9          78.2          26.2          39.9
Noninterest income                                         363.5         392.2         451.5         439.6         355.1
Noninterest expenses                                     1,027.7       1,036.4         969.7         918.3         877.4
Income (loss) before income taxes,
  extraordinary credit and accounting changes              236.9          77.5        (169.1)       (127.3)       (219.7)
Income taxes (benefit)                                      (7.6)         20.7           1.5           5.7         (90.8)
Income (loss) before extraordinary credit
  and accounting changes                                   244.5          56.8        (170.6)       (133.0)       (128.9)
Extraordinary credit                                                      18.4
Cumulative effect of accounting changes                     46.2
Net income (loss)                                    $     290.7  $       75.2  $     (170.6) $     (133.0) $     (128.9)
Net income (loss) applicable to common stock         $     275.2  $       70.4  $     (172.9) $     (135.3) $     (131.3)
COMMON SHARE DATA
Income (loss) before extraordinary credit
   and accounting changes                            $      2.44  $       0.60  $      (2.35) $      (1.84) $      (1.77)
Net income (loss)                                           2.93          0.81         (2.35)        (1.84)        (1.77)
Dividends declared                                          0.50                                      0.75          1.40
Book value                                                 17.02         14.09         13.62         15.70         18.63
Average shares                                              93.9          86.6          73.7          73.4          74.3
END OF PERIOD BALANCES
Loans                                                $  15,384.4  $   14,899.8  $   14,300.7  $   15,388.5  $   19,201.4
Reserve for loan losses                                    633.0         863.0       1,000.0         941.3         738.9
Interest-earning assets                                 24,819.0      22,153.9      19,867.9      20,503.8      23,853.3
Nonaccruing loans                                          309.5         618.0       1,037.5       1,450.4         838.6
Foreclosed properties                                       48.0         244.4         360.9         230.6         174.9
Total assets                                            27,244.7      25,288.3      22,815.5      23,703.3      27,855.2
Core deposits                                           14,756.8      15,726.1      15,734.4      17,647.3      17,464.7
Notes and debentures                                       758.9         809.8         665.1         679.2         698.6
Shareholders' equity                                     1,803.3       1,482.4       1,039.8       1,191.7       1,397.7
Tier 1 capital                                           1,686.6       1,371.2         922.6       1,068.4       1,273.0
Total capital                                            2,549.0       2,164.2       1,645.7       1,881.2       2,255.0
RATIOS
Net income (loss) to:
  Average assets                                            1.14 %        0.34 %       (0.76)%       (0.52)%       (0.47)%
  Average shareholders' equity                             18.22          5.99        (15.62)        (9.54)        (7.41)
Net income (loss) applicable to common stock
  to average common shareholders' equity                   19.43          5.87        (16.35)        (9.96)        (7.70)
Efficiency                                                 69.61         73.18         73.68         72.67         63.71         
Net charge-offs to average loans outstanding                1.75          2.38          2.87          1.38          0.89
Nonaccruing loans to loans                                  2.01          4.15          7.25          9.43          4.37
Reserve for loan losses to nonaccruing loans              205.00        140.00         96.00         65.00         88.00
Nonaccruing loans plus foreclosed properties to
  loans plus foreclosed properties                          2.32          5.69          9.54         10.76          5.23
Average shareholders' equity to average assets              6.28          5.60          4.88          5.47          6.37
Leverage                                                    6.34          5.90          4.22          4.53          4.59
Risk-based capital:
  Tier 1 capital                                            8.15          7.52          5.49          5.82          5.01
  Total capital                                            12.32         11.87          9.79         10.25          8.74
Dividends declared on common stock to
  net income applicable to common stock                    17.15

<PAGE>F-43                                                                   67
</TABLE>

SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
FINANCIAL REVIEW

SUMMARY

Shawmut National Corporation (the Corporation) reported net income of $290.7
million, or $2.93 per common share, for the year ended December 31, 1993,
compared with $75.2 million, or $.81 per common share for 1992 and a net
loss of $170.6 million, or $2.35 per common share, for 1991.

Several items influenced 1993 net income:

                    - restructuring charges of $36.3 million relating to
                      branch closings and personnel reductions, foreclosed
                      properties provisions of $20.0 million related to a bulk
                      sale of foreclosed properties and a $14.1 million
																					 writedown in the value of excess servicing rights in
                      various securitized loan portfolios, all recorded in
                      the first quarter of 1993;

                    - expenses of $3.5 million related to the settlement with
                      the United States Department of Justice and the Federal
                      Trade Commission as well as for the strengthening of
                      fair lending compliance programs;

                    - an increase in annual employee benefits expense of
                      approximately $9.7 million as a result of adopting
                      Statement of Financial Accounting Standards (FAS) No.
                      106, "Employers' Accounting for Postretirement Benefits
                      Other Than Pensions";

                    - income tax benefits of $140.7 million attributable to
                      the adoption of a new accounting standard for income
                      taxes, FAS No. 109, "Accounting for Income Taxes"; and

                    - an after-tax charge of $6.6 million relating to the
                      adoption of FAS No. 112, "Employers' Accounting for
                      Postemployment Benefits".

Income before the cumulative effect of accounting changes for the year ended
December 31, 1993 was $244.5 million, or $2.44 per common share, compared
with income before extraordinary credit of $56.8 million, or $.60 per common
share for 1992.  This compares to a loss of $170.6 million, or $2.35 per
common share, for the year ended December 31, 1991.  The cumulative effect
of accounting changes of $46.2 million in the first quarter of 1993
represents the Corporation's adoption of FAS No. 109 and FAS No. 112.  The
extraordinary credit of $18.4 million during 1992 represents the
realization of net operating loss carryforwards.  There were no
extraordinary credits or accounting changes during 1991.  Securities gains
of $5.7 million, $85.9 million and $78.2 million for the years ended
December 31, 1993, 1992 and 1991, respectively, are included in the results
of operations.  In addition, the results for 1992 included gains of $22.3
million from the sale of automobile and home equity loan pass-through
certificates and the results for 1991 included gains of $71.5 million from
the sale of the Corporation's credit card portfolio and merchant card
business and $5.0 million from the repurchase of long-term debt obligations.

Asset quality improved as nonaccruing loans plus foreclosed properties
decreased $504.9 million, or 59 percent, during 1993 to $357.5 million at
December 31, 1993 from $862.4 million at December 31, 1992.  Contributing
to the decline in these assets were bulk sales of nonaccruing real estate
loans and foreclosed properties in the second quarter of 1993 with a
carrying value of $225.1 million.  The ratio of nonaccruing loans plus
foreclosed properties to loans plus foreclosed properties improved to 2.32
percent at December 31, 1993 from 5.69 percent at December 31, 1992.

<PAGE>F-44                                                                   68

Nonaccruing loans were $309.5 million at December 31, 1993, a decrease of
$308.5 million, or 50 percent, from $618.0 million at December 31, 1992.
The ratio of nonaccruing loans to loans improved to 2.01 percent at December
31, 1993 from 4.15 percent at December 31, 1992, while the ratio of the
reserve for loan losses to nonaccruing loans improved to 205 percent at
December 31, 1993 from 140 percent at December 31, 1992.

Foreclosed properties decreased $196.4 million, or 80 percent, to $48.0
million at December 31, 1993 from $244.4 million at December 31, 1992.  The
Corporation provided $68.1 million during 1993 to reduce the carrying value
of foreclosed properties, compared with $134.2 million during 1992.  The
1993 provision for foreclosed properties included a charge of $20.0 million
related to a bulk sale of foreclosed properties.  The 1992 provision for
foreclosed properties also included three special charges totaling $23.6
million:  $5.5 million related to the bulk sale of $18.6 million of
foreclosed residential properties; $9.4 million related to an auction of
foreclosed commercial properties aggregating approximately $34 million; and
$8.7 million to reduce the carrying value of the remaining foreclosed
properties for estimated selling costs.

The reserve for loan losses was $633.0 million at December 31, 1993,
compared with $863.0 million at December 31, 1992.  The provision for loan
losses was $29.2 million for 1993, compared with $189.5 million in 1992.
Net charge-offs for 1993 were $259.2 million and included a charge-off of
$108.6 million related to bulk sales of nonaccruing real estate loans.
Excluding this charge-off, net charge-offs for 1993 would have been $150.6
million, equal to a rate of 1.02 percent of average loans outstanding,
compared with $293.4 million in net charge-offs for 1992, which are also
exclusive of bulk sale related charge-offs, and a rate of 2.14 percent of
average loans outstanding.

Capital continued to improve as shareholders equity increased $320.9
million to $1.8 billion, or 6.62 percent of assets, at December 31, 1993
from $1.5 billion, or 5.86 percent of assets, at December 31, 1992.
The increase in shareholders' equity is primarily attributable to current
year net income.  The Corporation's Tier 1 capital and Total capital ratios
were 8.15 percent and 12.32 percent, respectively, at December 31, 1993,
compared with a Tier 1 capital ratio of 7.52 percent and a Total capital
ratio of 11.87 percent at December 31, 1992.  The improvement in the Total
capital ratio also reflects the addition of $150 million in subordinated
notes issued in April 1993.  The Leverage ratio for the Corporation at
December 31, 1993 was 6.34 percent, compared with 5.90 percent at December
31, 1992.  The Corporation and its subsidiary banks' at December 31, 1993
met the definition for a well capitalized institution under banking
regulations.

The Corporation's common stock closed at $21.75 per share on December 31,
1993, representing 128 percent of the $17.02 book value per common share,
compared with a common stock closing price of $18.38 per share and
130 percent of the $14.09 book value per common share a year ago.

The Corporation announced during 1993 the signing of definitive agreements
to acquire three banking organizations: New Dartmouth Bank of Manchester,
New Hampshire, with assets of $1.7 billion at year end, was announced on
March 24, 1993; Peoples Bancorp of Worcester, Inc. of Worcester,
Massachusetts, with assets of $891.1 million at year end, was announced on
August 26, 1993; and Gateway Financial Corporation of Norwalk, Connecticut,
with assets of $1.3 billion at year end, was announced on November 5, 1993.
The transactions will be accounted for as poolings of interests and are
subject to approvals by the shareholders of the respective banks and federal
and state regulatory agencies.  The transactions are expected to be
completed during 1994.

<PAGE>F-45                                                                   69

BANKING ACTIVITIES

The Corporation's banking activities primarily include consumer banking,
commercial banking and investment services.  Consumer banking consists of
banking services for consumers and small businesses and includes such
products as installment and residential mortgage loans.  Commercial banking
consists of various banking services to middle-market and large corporate
customers and includes such products as commercial and real estate loans.
Commercial banking also includes loans to financial institutions such as
insurance companies and correspondent banks, as well as municipal and
governmental entities. Investment services activities include trust and
advisory services to personal, corporate and institutional clients.

Revenues from these banking activities consist primarily of interest income
on loans and fees for services.  Net interest income for commercial and
consumer banking and other activities is discussed further in "Net Interest
Income".  Noninterest income related to commercial and consumer banking and
trust and advisory services is discussed further in "Noninterest Income".
The Corporation operates these various banking activities as profit centers
and noninterest expenses associated with these activities are accumulated on a
functional, rather than a product line basis.

AVERAGE BALANCES AND RATES

The following table presents the Corporation's average interest-earning
assets and interest-bearing liabilities and tax-equivalent interest rates
for the years 1991 through 1993.
<TABLE>
<CAPTION>
                                               1993                       1992                        1991
                                           Average      Average      Average       Average       Average       Average
Year ended December 31, (in millions)      balance       rate        balance         rate        balance         rate

INTEREST-EARNING ASSETS
<S>                                      <C>             <C>    <C>                  <C>    <C>                  <C>
Loans                                    $  14,792       7.11%  $       13,696       7.77%  $     14,215         9.24%
Securities
    At lower of aggregate cost
    or market value
      Subject to federal income taxes         2,969      6.60            2,531       7.71
      Equity securities                         269      8.17              204      11.31              221      13.33
    Held to maturity
      Subject to federal income taxes         4,467      5.91            2,921       7.91            4,805       8.97
      Exempt from federal income taxes                                       6       6.74               50       8.17
Residential mortgages held for sale             405      7.32              344       7.93              222       8.67
Short-term investments                          301      3.16              478       3.64              624       5.91
Trading account securities                       35      4.44               32       7.59               33       8.36
  Total interest-earning assets          $   23,238      6.78     $     20,212       7.73     $     20,170       9.11

INTEREST-BEARING LIABILITIES
Savings, money market and
  NOW accounts                           $    7,428        1.89%  $      7,121         3.05%  $      7,002         5.09%
Time certificates of deposit
  of $100 thousand or more                      480      4.62              693       6.15            1,235       8.16
Domestic time deposits                        3,174      4.42            4,096       5.14            4,989       7.00
Foreign time deposits                           173      2.97               76       3.30               72       5.56
  Total interest-bearing deposits            11,255      2.74           11,986       3.95           13,298       6.09
Federal funds purchased and
  securities sold under agreements
  to repurchase                               6,380      3.06            3,667       3.44            2,730       5.59
Other borrowings                                827      7.54              673       9.17              598       8.93
  Total other borrowings                      7,207      3.57            4,340       4.33            3,328       6.19
Notes and debentures                            839      8.58              668       8.89              669       9.04
  Total interest-bearing liabilities     $   19,301      3.30     $     16,994       4.24     $     17,295       6.23

<PAGE>F-46                                                                   70
</TABLE>
INTEREST-EARNING ASSETS

The Corporation manages its interest-earning assets by utilizing available
capital resources within certain leverage, credit, interest rate and
liquidity risk constraints.  Loans and securities comprise the majority of
the Corporation's interest-earning assets.  The remaining leverage capacity
is utilized by short-term investments, residential mortgages held for sale
and trading account securities.

Interest-earning assets averaged $23.2 billion in 1993, an increase of $3.0
billion, or 15 percent, from $20.2 billion in 1992 and 1991.  Loans
comprised 64 percent of average interest-earning assets in 1993, compared
with 68 percent and 70 percent in 1992 and 1991, respectively.  Securities
represented 33 percent of average interest-earning assets in 1993, compared
with 28 percent and 25 percent in 1992 and 1991, respectively.  The change
in the composition of average interest-earning assets is attributable to an
increase in the securities portfolio.

Average loans increased $1.1 billion to $14.8 billion in 1993 from $13.7
billion in 1992.  Loans averaged $14.2 billion in 1991.  The increase in
average loans during 1993 is primarily attributable to higher levels of
corporate and money market loans, as well as growth in consumer lending.
Real estate investor/developer and owner occupied real estate loans also
continued to decline during 1993.  Commercial and industrial loans increased
$499 million during 1993 to $6.3 billion from $5.8 billion at year end 1992.
Consumer lending, which includes residential mortgage, home equity and
installment loans, increased $558 million to $6.3 billion at year end 1993
from $5.7 billion at year end 1992.

Average commercial and industrial loans increased during 1992 compared with
1991, due to the $686 million growth in money market loans and loans to
securities brokers.  Average consumer loans decreased $159 million in 1992
due to the sale of $551.4 million in home equity and automobile loan pass-
through certificates, which was partially offset by the $379.6 million
growth in residential mortgages.

Securities principally include mortgage backed securities issued by the U.S.
Government and its agencies and U.S. Treasury securities.  The Corporation's
Asset and Liability Committee establishes credit quality criteria and limits
for individual securities.  Approximately 96 percent of the securities
portfolio is AAA rated.

The Corporation adopted, as of December 31, 1993, FAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" (FAS 115).   Under
this new accounting standard, debt securities that the Corporation has the
positive intent and ability to hold to maturity are classified as held to
maturity and reported at cost, adjusted for the amortization of premiums and
accretion of discounts.  Debt and equity securities which are not classified
as held to maturity or as trading securities are classified as available for
sale and reported at fair value, with unrealized gains and losses excluded
from earnings and reported as a separate component of shareholders' equity,
net of income taxes.

Prior to the adoption of FAS 115, debt securities that were to be held for
indefinite periods of time, including securities that management intended to
use as part of its asset/liability strategy or that may be sold in response
to changes in interest rates, prepayment risk or other factors, were
reported at the lower of aggregate cost or market value.  Changes in net
unrealized losses were included in the results of operations.

Securities averaged $7.7 billion for 1993, compared with $5.7 billion in
1992 and $5.1 billion in 1991.  Securities classified as available for sale
totaled $2.6 billion at December 31, 1993.  Included in shareholders' equity
at December 31, 1993 is $9.7 million of net unrealized gains (net of income
taxes) relating to the of securities classified as available for sale.  Debt
securities classified as held to maturity totaled $6.4 billion at
December 31, 1993, compared with $2.7 billion at December 31, 1992.  The fair
value of debt securities classified as held to maturity exceeded amortized
cost by approximately $76.7 million at December 31, 1993, consisting of
unrealized gains of approximately $88.8 million and unrealized losses of
approximately $12.1 million.

<PAGE>F-47                                                                   71

Securities reported at the lower of aggregate cost or fair value totaled
$3.4 billion at December 31, 1992.  The fair value of debt securities
reported at the lower of aggregate cost or fair value exceeded amortized
cost by approximately $75.5 million at December 31, 1992, consisting of
unrealized gains of approximately $86.9 million and unrealized losses of
approximately $11.4 million.  Unrealized depreciation on equity securities
included in shareholders' equity at December 31, 1992 totaled $23.7 million.

The Corporation sold approximately $4.4 billion of debt securities in 1993
that were reported at the lower of aggregate cost or fair value.  The
Corporation sold $4.5 billion and $2.6 billion in 1992 and 1991, respectively,
of mortgage backed securities in response to the significant reduction in
interest rates and the resulting increase in prepayment risk as interest rates
declined over the period.

U.S. Treasury securities classified as available for sale with an aggregate
carrying amount of $786.0 million were subject to combination options at
December 31, 1993, which limited the risk of changes in the market value of
these securities.  U.S. Treasury securities with a carrying amount of $311.0
million were put to the counterparty on January 5, 1994 upon expiration of
the option, resulting in no realized gain or loss.  The combination options
on the remainder of the securities expired on January 6, 1994, unexercised
by either party.

Short-term investments (federal funds sold, securities purchased under
agreements to resell and time deposits in other banks) averaged $301 million
for the year ended December 31, 1993, compared with $478 million for 1992
and $624 million for 1991.  Residential mortgages held for sale averaged
$405 million in 1993, compared with $344 million in 1992 and $222 million in
1991.  Trading account securities averaged $35 million in 1993, compared with
$32 million in 1992 and $33 million in 1991.

SOURCES OF FUNDS

The Corporation's liability management objective is to maintain liquidity
through a diversified and stable base of funds suppliers.  Management
accomplishes this objective by offering competitively priced and attractive
products to customers and by exercising prudent and sound balance sheet
management practices.  The Corporation funds interest-earning assets with
interest-bearing deposits, other borrowings, notes and debentures,
noninterest-bearing demand deposits and shareholders' equity.

Interest-bearing liabilities averaged $19.3 billion during 1993, compared
with $17.0 billion during 1992 and $17.3 billion in 1991.  Interest-bearing
liabilities represented 83 percent of interest-earning assets in 1993,
compared with 84 percent in 1992 and 86 percent in 1991.

Average interest-bearing deposits totaled $11.3 billion, or 58 percent of
total interest-bearing liabilities, during 1993, compared with $12.0
billion, or 71 percent of total interest-bearing liabilities, during 1992.
Average interest-bearing deposits were $13.3 billion, or 77 percent of total
interest-bearing liabilities, during 1991.  The decrease in the relationship
of average interest-bearing deposits to total interest-bearing liabilities
during 1993 was primarily due to an increase in other borrowings which
supported, in part, the growth in the securities portfolio.  The decline in
interest-bearing deposits is attributable to the relatively lower interest
rates offered on time deposits and time certificates of deposit of $100
thousand or more when compared to alternative savings and investment
products.

Total savings, money market and NOW accounts averaged $7.4 billion in 1993,
compared with $7.1 billion in 1992 and $7.0 billion in 1991.  Domestic time
deposits averaged $3.2 billion in 1993, or 23 percent less than the $4.1
billion in 1992.  Similarly, average time certificates of deposit of $100
thousand or more decreased $213 million, or 31 percent, to $480 million in
1993 from $693 million in 1992.

<PAGE>F-48                                                                   72

Core deposits averaged $14.9 billion in 1993, $15.2 billion in 1992 and
$15.8 billion in 1991.  Large denomination certificates of deposit, brokered
retail deposits and foreign time deposits are not included in core deposits.
The ratio of average loans to average core deposits was 99 percent in 1993,
compared with 90 percent in both 1992 and 1991.

Other borrowings include federal funds purchased, securities sold under
agreements to repurchase, Treasury tax and loan funds, private placement
notes and Federal Home Loan Bank of Boston borrowings.  Other borrowings
averaged $7.2 billion during 1993, $4.3 billion during 1992 and $3.3 billion
in 1991.

Notes and debentures averaged $839 million in 1993, compared with $668
million in 1992 and $669 million in 1991. The Corporation completed an
offering of $150 million 7.20% subordinated notes due 2003 in April 1993.
The Corporation redeemed, during the second quarter of 1993, the
outstanding balances of four senior notes totaling $85.2 million.  The
redemption of these notes did not have a material effect on the
Corporation's results of operations or financial condition.  In the third
quarter of 1993, 8 1/4% notes in the amount of $114.7 million matured and
were fully paid.

Average demand deposits increased $254 million, or 6 percent, to $4.3
billion for 1993 from $4.0 billion for 1992. Demand deposits averaged $3.8
billion for 1991.  Net available demand deposits (that portion of demand
deposits available for investment) averaged $2.8 billion during 1993,
compared with $2.5 billion for 1992 and $2.2 billion for 1991.
<TABLE>
NET INTEREST INCOME
<CAPTION>
Year ended December 31, (in millions)                     1993          1992          1991          1990          1989

INTEREST AND DIVIDEND INCOME
  (tax-equivalent basis)
<S>                                                  <C>          <C>           <C>           <C>           <C>
Loans                                                $   1,052.2  $    1,064.1  $    1,313.0  $    1,737.8  $    2,123.4
Securities
  At lower of aggregate cost or market value
    Subject to federal income taxes                        195.9         195.2
    Dividend on equity securities                           22.0          23.1          29.5          51.0         106.6
  Held to maturity
    Subject to federal income taxes                        264.0         231.1         431.1         331.8         330.5
    Exempt from federal income taxes                                       0.4           4.1          22.1         122.3
Residential mortgages held for sale                         29.6          27.3          19.2          22.4          29.7
Short-term investments                                       9.5          17.4          36.9         145.1           8.1
Trading account securities                                   2.0           2.4           2.8           4.8           3.8
  Total interest income                                  1,575.2       1,561.0       1,836.6       2,315.0       2,724.4

INTEREST EXPENSE
Savings, money market and NOW accounts                     140.3         217.3         356.2         455.7         434.4
Time certificates of deposit of $100 thousand or more       22.2          42.6         100.8         150.1          99.8
Domestic time deposits                                     140.5         210.7         349.1         486.2         488.6
Foreign time deposits                                        5.1           2.5           4.0          20.0          13.6
  Total interest on deposits                               308.1         473.1         810.1       1,112.0       1,036.4
Other borrowings                                           257.4         188.0         206.0         340.6         634.2
Notes and debentures                                        72.1          59.3          60.5          63.1          66.3
  Total interest expense                                   637.6         720.4       1,076.6       1,515.7       1,736.9

NET INTEREST INCOME
  (tax-equivalent basis)                                   937.6         840.6         760.0         799.3         987.5
Tax-equivalent adjustment                                   13.0          15.3          22.7          39.8          99.0
NET INTEREST INCOME                                  $     924.6  $      825.3  $      737.3  $      759.5  $      888.5

NET INTEREST SPREAD
  (tax-equivalent basis)                                    3.48 %        3.49 %        2.88 %        2.44 %        2.82 %
NET INTEREST MARGIN
  (tax-equivalent basis)                                    4.04 %        4.16 %        3.77 %        3.47 %        3.99 %

<PAGE>F-49                                                                   73
</TABLE>
<TABLE>
RATE - VOLUME ANALYSIS

The following table, which is presented on a tax-equivalent basis, reflects
the changes in net interest income stemming from changes in interest rates
and from asset and liability volume, including mix.  The change in interest
attributable to both rate and volume has been allocated to the changes in
the rate and volume on a pro rata basis.
<CAPTION>
                                               1993                                     1992
                                           Increase   Changes due to               Increase    Changes due to
Year ended December 31, (in millions)     (Decrease)     Rate         Volume      (Decrease)       Rate         Volume

INTEREST AND DIVIDEND
  INCOME CHANGE
<S>                                      <C>         <C>          <C>           <C>           <C>           <C>
Loans                                    $    (11.9) $     (93.6) $       81.7  $     (248.9) $     (202.3) $      (46.6)
Securities
  At lower of aggregate cost
    or market value
      Subject to federal income taxes           0.7        (30.4)         31.1         195.2                       195.2
      Dividend on equity securities            (1.1)        (7.4)          6.3          (6.4)         (4.2)         (2.2)
  Held to maturity
    Subject to federal income taxes            32.9        (68.4)        101.3        (200.0)        (46.5)       (153.5)
    Exempt from federal income taxes           (0.4)                      (0.4)         (3.7)         (0.6)         (3.1)
Residential mortgages held for sale             2.3         (2.2)          4.5           8.1          (1.7)          9.8
Short-term investments                         (7.9)        (2.0)         (5.9)        (19.5)        (12.1)         (7.4)
Trading account securities                     (0.4)        (.6)           0.2          (0.4)         (0.2)         (0.2)
  Total interest income change                 14.2       (204.6)        218.8        (275.6)       (267.6)         (8.0)

INTEREST EXPENSE CHANGE
Savings, money market
  and NOW accounts                            (77.0)       (86.0)          9.0        (138.9)       (144.8)          5.9
Time certificates of deposit
  of $100 thousand or more                    (20.4)        (9.1)        (11.3)        (58.2)        (20.9)        (37.3)
Domestic time deposits                        (70.2)       (26.9)        (43.3)       (138.4)        (82.7)        (55.7)
Foreign time deposits                           2.6         (0.3)          2.9          (1.5)         (1.7)          0.2
  Total interest on deposits change          (165.0)     (122.3)         (42.7)       (337.0)       (250.1)        (86.9)
Other borrowings                               69.4        (37.5)        106.9         (18.0)        (71.2)         53.2
Notes and debentures                           12.8         (2.1)         14.9          (1.2)         (1.1)         (0.1)
  Total interest expense change               (82.8)      (161.9)         79.1        (356.2)       (322.4)        (33.8)
NET INTEREST
  INCOME CHANGE                          $     97.0  $    (42.7)  $      139.7  $       80.6  $       54.8  $       25.8

<PAGE>F-50                                                                   74
</TABLE>

<TABLE>
NET INTEREST MARGIN ON INTEREST-EARNING ASSETS

Net interest income, net interest spread and net interest margin are
presented on a tax-equivalent basis.
<CAPTION>                                                                                                     Percentage
                                                              Quarters                                        change from
(in millions)                               First       Second        Third         Fourth         Year       prior year

               1993
<S>                                      <C>         <C>          <C>           <C>           <C>                   <C>
Net interest income                      $    215.5  $     236.4  $      240.1  $      245.6  $      937.6          11.5 %
Average interest-earnings assets             21,579       23,120        23,683        24,532        23,238          15.0
Net interest spread                            3.37 %       3.53 %        3.52 %        3.48 %        3.48 %        (0.3)
Net interest margin                            4.01         4.10          4.05          4.00          4.04          (2.9)

               1992
Net interest income                      $    197.0  $     203.2  $      210.9  $      229.5  $      840.6          10.6 %
Average interest-earning assets              19,715       19,944        20,162        21,129        20,212           0.2
Net interest spread                            3.27 %       3.35 %        3.54 %        3.72 %        3.49 %        21.1
Net interest margin                            4.02         4.10          4.16          4.32          4.16          10.3

               1991
Net interest income                      $    183.1  $     188.2  $      193.5  $      195.2  $      760.0          (4.9)%
Average interest-earning assets              20,527       20,340        19,893        19,921        20,170         (12.5)
Net interest spread                            2.61 %       2.79 %        3.03 %        3.13 %        2.88 %        18.0
Net interest margin                            3.62         3.71          3.86          3.89          3.77           8.6
</TABLE>
NET INTEREST INCOME

Net interest income is the difference between the interest earned on assets
and the interest paid on liabilities.  Interest income and expense are
affected by changes in the volume and mix of average interest-earning assets
and interest-bearing liabilities, as well as changes in interest rates.

The Corporation's tax-equivalent net interest income for 1993 was $937.6
million, an increase of $97.0 million, or 12 percent, from $840.6 million in
1992.  The increase in tax-equivalent net interest income reflects higher
levels of interest-earning assets, primarily securities, as well as an
improvement in funding costs.  Average interest-earning assets increased
$3.0 billion, to $23.2 billion in 1993 from $20.2 billion in 1992.  The
increase in average interest-earning assets for 1993 reflects growth in the
securities portfolio of $2.0 billion and in the loan portfolio of $1.1
billion. The growth in the securities portfolio in 1993 resulted from the
reinvestment of earnings into available investment alternatives given the
lack of overall loan demand.  As the demand for loans increases, the
Corporation will utilize the maturities of the securities portfolio to fund
the growth.

The net interest margin for 1993 decreased 12 basis points from 4.16 percent
in 1992 to 4.04 percent in 1993, reflecting a shift in the mix of average
interest-earning assets from loans to securities.  Should the spread between
the Corporation's interest earning assets and funding sources return to
lower historical levels in the future, the Corporation's net interest margin
would be expected to contract.

<PAGE>F-51                                                                   75

The Corporation's tax-equivalent net interest income increased $80.6
million, or 11 percent, in 1992 compared with 1991 as a result of
improvement in the net interest margin.  The net interest margin for 1992
increased 39 basis points from 3.77 percent in 1991 to 4.16 percent in 1992.
The improvement in the 1992 net interest margin was principally due to lower
levels of nonaccruing loans and wider spreads between the yield on average
interest-earning assets and the ratio paid on average interest-bearing
liabilities, primarily attributable to lower deposit costs.

Interest income from consumer banking, commercial banking and other
activities (investment in securities for liquidity and funds management
purposes) was approximately $457.3 million, $594.9 million and $523.0
million, respectively, during 1993.  Interest expense allocated to these banking
activities was approximately $162.8 million, $242.5 million and $232.3 million,
respectively, resulting in net interest income of $294.5 million, $352.4 million
and $290.7 million, respectively.  Average interest-earning assets related to
these activities during 1993 were approximately $5.9 billion, $8.9 billion and
$8.4 billion, respectively.

Interest income from these activities during 1992 was approximately $408.5
million, $655.6 million and $496.9 million, respectively.  Interest expense
was approximately $169.6 million, $318.6 million and $232.2 million,
respectively, resulting in net interest income of $238.9 million, $337.0
million and $264.7 million, respectively. Average interest-earning assets
related to these activities during 1992 were approximately $4.8 billion,
$8.9 billion and $6.5 billion, respectively.

Interest income from these activities during 1991 was approximately $453.2
million, $859.8 million and $523.6 million, respectively.  Interest expense
was approximately $236.7 million, $522.1 million and $317.8 million,
respectively, resulting in net interest income of $216.5 million, $337.7
million and $205.8 million, respectively. Average interest-earning assets
related to these activities during 1991 were approximately $4.4 billion,
$9.8 billion and $6.0 billion, respectively.

Interest expense was allocated to these activities based on the
Corporation's interest expense on total interest-bearing liabilities for each of
these years and may not be indicative of the interest expense that would be
allocated to such activities had a different allocation methodology been used or
if the activities were operated as separate segments of the Corporation.

<PAGE>F-52                                                                   76

<TABLE>
NONINTEREST INCOME
<CAPTION>
Year ended December 31, (in millions)                     1993          1992          1991          1990          1989

Customer service fees
<S>                                                  <C>          <C>           <C>           <C>           <C>
  Commercial banking                                 $      83.7  $       91.0  $       86.7  $       74.7  $       66.1
  Consumer banking                                          88.0          81.5          88.6          82.2          70.9
    Total                                                  171.7         172.5         175.3         156.9         137.0
Trust and agency fees
  Personal                                                  72.7          71.4          70.1          68.3          65.3
  Corporate                                                 15.8          14.9          13.0          12.4           9.7
  Employee benefits                                         19.0          19.2          20.0          18.4          17.7
  Institutional                                              9.3           9.6           8.9           7.4           6.8
    Total                                                  116.8         115.1         112.0         106.5          99.5
Loan servicing                                              10.9          19.9          32.9          23.3          33.1
Foreign exchange trading                                     2.9           9.3           5.6           7.4           9.7
Residential mortgage sales                                  23.5           5.4            .8          26.3           2.5
Trading account profits                                      6.4           6.6           7.1           6.4           5.2
Other                                                       31.3          41.1          41.3          33.7          56.6
    Total                                                  363.5         369.9         375.0         360.5         343.6
Loan securitizations and sales                                             22.3                        32.4
Other gains                                                                             76.5          46.7          11.5
Securities gains, net                                        5.7          85.9          78.2          26.2          39.9
      Total noninterest income                       $     369.2  $      478.1  $      529.7  $      465.8  $      395.0
</TABLE>
Customer service fees decreased $.8 million to $171.7 million in 1993 from
$172.5 million in 1992, which was a decrease of $2.8 million from $175.3
million in 1991.  Commercial banking fees include revenues from customer
transaction analysis, cash management services and letter of credit fees.
Consumer banking fees include deposit service charges, mutual funds commissions,
and automatic teller, safe deposit and customer check order fees.  The decline
in commercial banking fees from 1992 to 1993 resulted primarily from customer
preference for maintaining higher demand deposit balances in lieu of direct
fee payments.  The increase in consumer banking fees for this same period
was due to increased fees for deposit service charges and commissions on new
mutual fund products.

Trust and agency fees increased $1.7 million to $116.8 million in 1993 from
$115.1 million in 1992, which in turn was an increase of $3.1 million from
$112.0 million in 1991.  The improvement during both 1993 and 1992 resulted
from higher levels of assets under management as well as increases in fees
for services.

Loan servicing income totaled $10.9 million in 1993, $19.9 million in 1992
and $32.9 million in 1991.  Included in loan servicing income were gains of
$1.1 million in 1993, $5.0 million in 1992 and $12.8 million in 1991 from
the sale of mortgage servicing rights.  Excluding these gains, the decline
in loan servicing income in 1993, compared with 1992, is attributable to
increased prepayments in the mortgage servicing portfolio.

Gains from residential mortgage sales totaled $23.5 million in 1993, $5.4
million in 1992 and $.8 million in 1991.  The 1993 increase in gains on
residential mortgage sales was due to declining interest rates during the
year as these loans were sold into the secondary market.  Foreign exchange
trading income declined $6.4 million to $2.9 million in 1993 from $9.3 million
in 1992, due to less favorable interest rate differentials between the United
States and foreign countries during 1993.

<PAGE>F-53                                                                   77

Total noninterest income in 1992 included gains of $22.3 million from the
sale of automobile and home equity loan pass-through certificates.  Income
for 1991 included gains of $71.5 million from the sale of the Corporation's
credit card portfolio and merchant card business and $5.0 million from the
repurchase of long-term debt obligations.

<TABLE>
NONINTEREST EXPENSES
<CAPTION>
Year ended December 31, (in millions)                     1993          1992          1991          1990          1989

Compensation and benefits
  <S>                                                <C>          <C>           <C>           <C>           <C>
  Compensation                                       $     376.8  $      366.5  $      364.3  $      386.8  $      382.3
  Benefits                                                  77.1          63.9          62.0          63.4          60.8
    Total                                                  453.9         430.4         426.3         450.2         443.1
Occupancy and equipment
  Occupancy                                                 93.5          97.6          94.2         100.8          92.3
  Equipment                                                 53.7          58.8          63.0          67.3          77.1
    Total                                                  147.2         156.4         157.2         168.1         169.4
Federal Deposit Insurance Corporation premiums              43.5          36.8          38.2          21.5          13.6
Communications                                              40.2          40.8          43.5          50.0          48.0
Foreclosed properties expense                               27.6          32.9          32.9           9.4          10.6
Advertising                                                 20.6          13.2          10.2          14.3          14.3
Other                                                      172.7         191.7         184.3         186.8         156.4
    Total                                                  905.7         902.2         892.6         900.3         855.4
Foreclosed properties provision                             68.1         134.2          77.1          18.0          22.0
Special expenses                                            53.9
      Total noninterest expenses                     $   1,027.7  $    1,036.4  $      969.7  $      918.3  $      877.4
</TABLE>
Total noninterest expenses for both 1993 and 1992 were $1.0 billion,
compared with $969.7 million in 1991.  Included in total noninterest
expenses for 1993 were special expenses of $36.3 million relating to
restructuring charges for branch closings and personnel reductions, a $14.1
million writedown in the value of excess servicing rights in various
securitized loan portfolios and $3.5 million related to the Corporation's
settlement with the United States Department of Justice and the Federal
Trade Commission as well as for the strengthening of fair lending compliance
programs.

Excluding the foreclosed properties provision and special expenses, total
noninterest expenses totaled $905.7 million in 1993, $902.2 million in 1992
and $892.6 million in 1991.  The change from 1992 to 1993 represented an
increase of $3.5 million, or less than 1 percent, notwithstanding increases
in compensation and benefits as a result of the Corporation's adoption of a
new accounting standard for postretirement employment benefits, normal
salary increases and increases in the Corporation's FDIC premiums and
advertising expenses.  Offsetting these increases were declines in expenses
associated with the resolution of problem assets, ongoing cost saving
initiatives and savings achieved under the restructuring program discussed
below.  The increase of $9.6 million, or 1 percent, during 1992 is
attributable to the Corporation's efforts to reduce nonaccruing loans and
foreclosed properties.

<PAGE>F-54                                                                   78

The restructuring program announced in the first quarter of 1993, which
resulted in charges of $36.3 million, included personnel reductions in data
processing and operations, corporate staff and services and credit
administration and has resulted in reductions of approximately 435 full-time
employees at year end 1993.  The program also included a number of branch
closings and consolidations.  Accrued restructuring expenses at December 31,
1993 relating to this program were $6.9 million, representing primarily
severance related costs. Management expects that these restructuring
activities will be completed during 1994.  Noninterest expenses, exclusive
of the provision for foreclosed properties and special expenses, were $220.7
million in the fourth quarter of 1993, compared with $230.0 million in the
first quarter of 1993 and continued reductions in noninterest expenses are
expected as further progress in implementing the restructuring program and
ongoing cost saving initiatives are achieved.

The provision to reduce the carrying value of foreclosed properties was
$68.1 million in 1993, $134.2 million in 1992 and $77.1 million in 1991.
The 1993 provision for foreclosed properties includes a charge of $20.0
million related to a bulk sale of foreclosed properties in the second
quarter.  The 1992 provision for foreclosed properties included three
special charges totaling $23.6 million:  $5.5 million related to the bulk
sale of $18.6 million of foreclosed residential properties; $9.4 million
related to a pool of foreclosed commercial properties aggregating
approximately $34 million subject to auction; and $8.7 million to reduce the
carrying value of the remaining foreclosed properties for estimated selling
costs.  The foreclosed properties expenses were $27.6 million in 1993 and
$32.9 million in both 1992 and 1991.  The decrease in the provision and
expense in 1993 reflects the decline in the level of foreclosed properties.
Legal, accounting and other costs associated with collection efforts prior
to foreclosure are included in "Other noninterest expenses".

The Corporation adopted FAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", effective January 1, 1993.
This new accounting standard requires the expected cost of these postretirement
health care and life insurance benefits to be accrued and charged to
operations during the years the employees render the service.  The
Corporation is amortizing the transition obligation of $94.8 million on a
straight-line basis over 20 years.  The postretirement benefit expense for
1993 was $14.7 million.  Previously, the Corporation's postretirement
benefits were expensed as claims were paid and totaled approximately
$5.0 million for 1992 and $4.5 million for 1991.

The Corporation also adopted FAS No. 112, "Employers' Accounting for
Postemployment Benefits," in the fourth quarter of 1993, retroactive to
January 1, 1993.  The Corporation provides disability and workers'
compensation related benefits to former or inactive employees after
employment but before retirement and had also provided supplemental
severance benefits to certain former employees.  The new accounting standard
requires that the cost of these benefits be accrued and charged to operations
if the obligation is attributable to services already rendered, rights to
such benefits accumulate or vest, payment of the benefits is probable and
the amount of the benefits can be reasonably estimated.  The effect of
adopting this new accounting standard resulted in an after-tax charge of
$6.6 million recorded as a cumulative effect of a change in method of
accounting for 1993.  Previously, these benefits were expensed as payments
were made.

<PAGE>F-55                                                                   79

INCOME TAXES

The Corporation adopted FAS No. 109, "Accounting for Income Taxes" (FAS
109), prospectively, effective January 1, 1993.  The Corporation's deferred
tax asset (deferred tax assets less deferred tax liabilities) at December
31, 1992 was $135.4 million.  The Corporation's deferred tax asset
represents future deductible temporary differences attributable primarily to
provisions for loan losses in excess of the deductible amounts for tax
purposes.  The Corporation's deferred federal tax asset recorded upon
adoption of FAS 109 (prior to valuation allowance) at January 1, 1993 was
$268.2 million.  The income tax benefits of these deductible temporary
differences recognized under FAS 109 were subjected to an evaluation of
whether it was more likely than not that the income tax benefits will be
realized and, as a result, a valuation allowance of $80.0 million was
established, resulting in a net deferred tax asset of $188.2 million at
January 1, 1993.  The level of valuation allowance reflected management's
best judgment regarding the amounts and timing of future taxable income and
the estimated reversal pattern of these temporary differences.  Deferred
state tax assets, net of the valuation allowance, were nil.  The cumulative
effect of this accounting change was the recognition of a $52.8 million
income tax benefit in the first quarter of 1993.

At December 31, 1993, the Corporation's deferred federal tax asset was
$202.3 million.  Based upon management's best judgment regarding the amounts
and timing of future taxable income and the estimated pattern of temporary
differences, no valuation allowance was recorded at year end.  Taxable
income necessary to be generated in future periods to realize the deferred
tax asset would be approximately $578 million.

The Corporation's total income tax expense for 1993, prior to income tax
benefits, was $80.3 million, representing an effective income tax rate of 34
percent.  Income tax expense for 1992 was $20.7 million, representing an
effective income tax rate of 27 percent.  The increase in the effective
income tax rate for 1993 when compared to 1992 was due to a decline in the
level of nontaxable income during 1993.

The income tax benefits for 1993 included the reduction of the deferred tax
asset valuation allowance of $80.0 million during 1993 and $7.9 million
recognized in the third quarter of 1993 for the increase in the deferred tax
asset due to new higher corporate income tax rates.  In addition, the
cumulative effect from the adoption of the new accounting standard for
income taxes resulted in a $52.8 million income tax benefit.  These income
tax benefits totaled $140.7 million in 1993.

The Board of Governors of the Federal Reserve System (the Board) issued
proposed revisions to capital adequacy guidelines in February 1993 which
would limit the amount of deferred tax assets that can be used to meet
risk-based capital requirements.  This recommendation limits deferred tax
assets to those assets which may be realized from income taxes paid in prior
carryback years, the reversal of future taxable temporary differences and
the lesser of: (1) the amount of deferred tax assets expected to be realized
within one year of the quarter-end date based on future taxable income
(exclusive of tax carryforwards and reversals of existing temporary
differences) for that year, or (2) ten percent of Tier 1 capital.  The
Corporation believes the deferred tax asset at December 31, 1993 would be
allowable in computing regulatory risk-based capital because the deferred
tax asset would not exceed the amount of income taxes previously paid in
prior carryback years.  The Corporation cannot determine whether, or in what
form, this proposal may be enacted.

<PAGE>F-56                                                                   80

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAS No. 107, "Disclosures about Fair Value of Financial Instruments" (FAS
107), requires the disclosure of the fair value of financial instruments.  A
financial instrument is defined as cash, evidence of an ownership in an
entity, or a contract that conveys or imposes the contractual right or
obligation to either receive or deliver cash or another financial
instrument.  Fair value is defined as the amount at which a financial
instrument could be exchanged in a current transaction between willing
parties, other than in a forced sale or liquidation, and is best evidenced
by a quoted market price if one exists.

The statement requires the fair value of deposit liabilities with no stated
maturity, such as demand deposit, NOW and money market accounts, to equal
the carrying value of these financial instruments and, therefore, does not
allow for the recognition of the inherent value of these core deposit
relationships.  In addition, the statement does not require disclosure of
the fair value of nonfinancial instruments, such as the Corporation's
premises and equipment, and its banking and trust franchises or the fair
value of its core deposit relationships.  The Corporation believes these
nonfinancial instruments have significant fair value.

As discussed in the notes to the consolidated financial statements, the
Corporation has estimated the fair value of financial instruments in
accordance with FAS 107.  The most significant difference between the
carrying value and the fair value of the Corporation's financial instruments
is attributable to the loan portfolio.  Utilizing the assumptions described
in the notes to the consolidated financial statements, the Corporation
estimated the fair value of loans exceeded the carrying value by
approximately $611 million and $600 million at December 31, 1993 and 1992,
respectively.  The assumptions utilized for credit risk in estimating the
fair value of the loan portfolio were based on estimated future credit
losses as reflected in the Corporation's current pricing structure.
However, the assumptions utilized in determining the adequacy of the reserve
for loan losses, included in the Corporation's consolidated financial
statements, is based upon management's assessment of risk elements in the
loan portfolio, factors affecting loan quality and assumptions about the
economic environment.  The Corporation's reserve for loan losses was
established over a period of economic recession and weakness in the real
estate market.  The Corporation's reserve for loan losses was $633.0 million
at December 31, 1993, which represents 205 percent of nonaccruing loans at
that date.

The Corporation has estimated fair value based on quoted market prices where
available.  In cases where quoted market prices were not available, fair
values were based on the quoted market price of a financial instrument with
similar characteristics, the present value of expected future cash flows or
other valuation techniques.  Each of these alternative valuation techniques
utilize assumptions which are highly subjective and judgmental in nature.
Subjective factors include, among other things, estimates of cash flows, the
timing of cash flows, risk and credit quality characteristics and interest
rates.  Accordingly, the results may not be precise and modifying the
assumptions may significantly affect the values derived.  In addition, fair
values established utilizing alternative valuation techniques may or may not
be substantiated by comparison with independent markets.  Further, fair
values may or may not be realized if a significant portion of the financial
instruments were sold in a bulk transaction or forced liquidation.  Therefore,
any aggregate unrealized gains or losses should not be interpreted as a forecast
of future earnings or cash flows. Furthermore, the fair values disclosed should
not be interpreted as the aggregate current value of the Corporation.

<PAGE>F-57                                                                   81

INTEREST RATE SENSITIVITY

The table below depicts the Corporation's interest rate sensitivity as of
December 31, 1993.  Allocations of assets and liabilities, including
noninterest-bearing sources of funds, to specific periods are based upon
management's assessment of contractual or anticipated repricing
characteristics.  Those gaps are then adjusted for the net effect of off-
balance sheet financial instruments such as interest rate swap and option
agreements and futures contracts.
<TABLE>
<CAPTION>
                                Repricing Periods
                                             Two-        Four-        Seven-         Ten-          Over
                                  One       three         six          nine         twelve         one
(in millions)                    month      months      months        months        months         year         Total

Short-term investments
  and other interest-
  <S>                          <C>       <C>         <C>          <C>           <C>           <C>           <C>
  earning assets               $    232  $      212                                                         $        444
Securities                        1,149         420  $       423  $        386  $        341  $      6,271         8,990
Loans                             6,293       2,697        1,157           639           582         4,016        15,384
  Total interest-
    earning assets                7,674       3,329        1,580         1,025           923        10,287        24,818

Interest-bearing
  deposits                        4,257       2,906          536           239           219         2,553        10,710
Other borrowings                  8,267         757            4                           1           159         9,188
Notes and debentures                 50                                                                709           759
Noninterest-bearing
  sources of funds                  438         877                                                  2,846         4,161
  Total                          13,012       4,540          540           239           220         6,267        24,818

Off-balance sheet
  financial instruments            (209)         90          404           356           638        (1,279)
Interest rate
  sensitivity gap              $ (5,547) $   (1,121) $     1,444  $      1,142  $      1,341  $      2,741
Cumulative gap                 $ (5,547) $   (6,668) $    (5,224) $     (4,082) $     (2,741) $          0
Interest rate sensitivity
  gap as a percent
  of interest-earning
  assets                          (22.4)%      (4.5)%        5.9 %         4.6 %         5.4 %
Cumulative gap as
  a percent of
  interest-earning assets         (22.4)%     (26.9)%      (21.0)%       (16.4)%       (11.0)%
</TABLE>
INTEREST RATE RISK

Interest rate risk for the Corporation and its subsidiaries is managed by
the Asset and Liability Committee of the Corporation.  Interest rate risk
measurement and management techniques incorporate the repricing and cash
flow attributes of balance sheet and off-balance sheet instruments as they
relate to parallel and non-parallel shifts in interest rates, as well as
changes in the spread relationships between asset and liability interest
rates.  Interest rate risk is measured in terms of the effect on net
interest income and changes in the market value of the Corporation's assets
and liabilities under different interest rate scenarios through the use of
modeling and other analytical techniques.

<PAGE>F-58                                                                   82

Interest rate risk is evaluated continuously and reviewed by the Asset and
Liability Committee at least monthly.  The Asset and Liability Committee
evaluates the Corporation's overall risk profile and determines actions
required to maintain and achieve a profile that is consistent with the
Corporation's policies and strategic direction.  Actions taken will include
utilizing specific asset, liability and interest rate instruments to achieve
directives by the Asset and Liability Committee.

Integrated into interest rate risk management is the use of interest rate
instruments such as interest rate swaps, options and futures contracts.  The
Corporation actively uses these instruments in programs designed to achieve
the established directives.  These products are not reflected in the
Corporation's balance sheet.  However, these products are included in the
interest rate sensitivity table above for purposes of analyzing interest
rate risk.

At December 31, 1993, the Corporation had approximately $2.0 billion in
notional balances of interest rate swap contracts outstanding, an increase
of $1.3 billion from $.7 billion at December 31, 1992.  Interest rate swap
agreements involve the exchange of fixed and variable rate
interest payments based upon a notional principal amount and maturity date.
Interest rate swap agreements are utilized to synthetically alter the maturity
and repricing characteristics of assets and liabilities.  The periodic net
settlement on interest rate swap agreements is recorded as an adjustment to
interest expense and resulted in a decrease in net interest income of $20.4
million in 1993 and $23.3 million in 1992.  The decrease in net interest
income was the result of certain higher rate fixed-pay swaps recorded in
prior years.  The average final maturity of the fixed-pay and fixed-receive
interest rate swap agreements at December 31, 1993 was approximately 2.0
years and 3.0 years, respectively.

In addition to the interest rate swap contracts, the Corporation also
utilizes interest rate cap agreements to manage interest rate risk.
Interest rate cap agreements are similar to interest rate swap agreements except
that interest payments are only made or received if current interest rates rise
above a predetermined interest rate.  At year end 1993, the Corporation had
approximately $950 million in notional balances of purchased interest rate
cap agreements outstanding.  The Corporation also had approximately $2.4
billion in notional balances of interest rate cap agreements which consisted
of a simultaneous purchase and sale of a cap, which consists of a cap that
is sold for a higher rate than the one that is purchased.  This combination
of agreements are also known as interest rate corridors.  Interest rate
corridors are utilized to protect the Corporation from a contraction in the
interest rate spread due to a moderate rise in interest rates.  At December
31, 1993, the fair value of the interest rate cap agreements, inclusive of
interest rate corridors, was approximately $4.2 million, which represents
the amount that the Corporation would recognize as a loss if the agreements were
terminated at that date.  The average final maturity of the interest rate cap
portfolio at December 31, 1993 was approximately 1.2 years.

Futures contracts are also used by the Corporation to manage interest rate
exposure.  These instruments are exchange-traded contracts for the future
delivery of securities, other financial instruments or cash settlement at a
specified price or yield and are also utilized as a protection against rising
interest rates.  The notional balances of futures contracts at December 31, 1993
were approximately $2.5 billion.  The fair value of the futures contracts at
December 31, 1993 was approximately $.3 million, which represents the amount
that the Corporation would receive if the contracts were terminated at that
date. Maturities of the notional balances of futures contracts are as follows:
$1.3 billion in 1994; $.8 billion in 1995; and $.4 billion in 1996.

<PAGE>F-59                                                                   83

The Corporation's reported twelve month cumulative gap was liability
sensitive in the amount of $2.7 billion at December 31, 1993.  A liability
sensitive interest rate gap would reduce earnings during periods of rising
interest rates, while declining rates would enhance earnings.

However, incorporating the effects of the interest rate caps and corridors
would reduce the effective interest sensitivity of the Corporation.  Based
on an analysis of a moderate 100 basis point increase in interest rates, the
twelve month cumulative liability sensitive gap at December 31, 1993 would
decrease to $1.9 billion and the impact on net interest income would be a
decrease of $18.7 million, or approximately 2 percent of 1993 tax-equivalent
net interest income.

LIQUIDITY

Liquidity is the ability to meet cash needs arising from fluctuations in
loans, securities, deposits and other borrowings.  The Corporation manages
liquidity on three levels:  at a consolidated level; at the subsidiary banks
level; and at the parent companies level.  The parent companies include
Shawmut National Corporation and its two bank holding companies, Hartford
National Corporation and Shawmut Corporation.  In each case, the objectives
reflect management's most current assessment of economic and financial
factors that could affect funding activities.  Management has adjusted its
strategy in response to the rapid changes occurring within the banking
environment, the changing economic conditions in New England, the
significant reductions in interest rates and the volatile nature of funding
sources.

Uncollateralized purchased funds (UPFs) consist of federal funds purchased,
large denomination certificates of deposit, Eurodollar deposits and private
placement notes.  When measuring liquidity, UPFs are offset by available
short-term investments including federal funds sold, bid-based money market
loans, reverse repurchase agreements and unused repurchase agreement
collateral (U.S. Government and agency securities and highly liquid
marketable securities).

The Corporation manages liquidity at the consolidated level and at the
subsidiary banks level by measuring the difference between the volume of
UPFs and the level of short-term investments and unused repurchase agreement
collateral.  At December 31, 1993, UPFs were $2.3 billion.  This was offset
by $3.8 billion in short-term investments and unused repurchase agreement
collateral.

The Corporation manages the parent companies' liquidity by measuring the
difference between the volume of short-term investments and short-term
funding sources and the parent companies' ongoing obligations, including
debt maturities and interest payments.

The parent companies had consolidated short-term borrowings of approximately
$175 million and notes and debentures of $749 million at December 31, 1993.
The parent companies had consolidated cash and cash equivalents at December
31, 1993 of approximately $294 million and securities, consisting of
preferred stock holdings, with a fair value of $214 million.  There are no
scheduled maturities on notes and debentures in 1994 and 1995.  Scheduled
maturities are $150 million in 1996.

The parent companies' long-term ability to meet obligations will depend on
the Corporation's ability to raise funds from outside sources or the ability
of the subsidiary banks to pay dividends.  See "Capital Requirements and
Dividends".

<PAGE>F-60                                                                   84
<TABLE>
CAPITAL REQUIREMENTS AND DIVIDENDS

The Corporation's Risk-based capital and Leverage ratios at December 31,
1993 and 1992 were as follows:
<CAPTION>
December 31, (in millions)                                                                          1993          1992
<S>                                                                                           <C>           <C>
Shareholders' equity                                                                          $    1,803.3  $    1,482.4
Tier 1 capital                                                                                     1,686.6       1,371.2
Total capital                                                                                      2,549.0       2,164.2
Risk-weighted assets                                                                              20,692.4      18,238.1
Ratios:
Shareholders' equity to assets                                                                        6.62 %        5.86 %
Risk-based capital
  Tier 1 capital                                                                                      8.15          7.52
  Total capital                                                                                      12.32         11.87
Leverage                                                                                              6.34          5.90
</TABLE>
Shareholders' equity at December 31, 1993 was $1.8 billion, an increase of
$320.9 million, or 22 percent, from $1.5 billion at December 31, 1992.
The ratio of shareholders' equity to assets was 6.62 percent at December 31,
1993, compared with 5.86 percent at December 31, 1992.  The growth in
shareholders' equity is primarily attributable to current year net income
and common stock issued under the Corporation's Dividend Reinvestment and
Stock Purchase Plan.

The Corporation completed an offering of 17.25 million shares of common
stock in April 1992, which resulted in net proceeds of $199.3 million.  The
Corporation also completed an offering of depositary shares representing an
interest in the Corporation's 9.30% Cumulative Preferred Stock in November
1992.  This offering resulted in net proceeds of $138.0 million to the
Corporation.  The Corporation's Dividend Reinvestment and Stock Purchase
Plan allows registered shareholders to purchase up to $5,000 per calendar
quarter of the Corporation's common stock at a 3 percent discount from the
market price.  Proceeds from this plan resulted in an increase in
shareholders' equity of $58.0 million and $17.9 million during 1993 and
1992, respectively.

The final risk-based capital guidelines for bank holding companies, such as
the Corporation, became effective on December 31, 1992.  The guidelines
require that assets recorded on the balance sheet and the credit equivalent
amounts of off-balance sheet items be risk-weighted.  Additionally, capital
is divided into two tiers.  Tier 1 capital is composed of common equity,
retained earnings and perpetual preferred stock reduced by goodwill and
other intangibles.  Tier 2 capital consists of a limited amount of allowable
debt, other preferred stock, certain other instruments and a limited amount
of reserve for loan losses.  The Tier 1 capital ratio is Tier 1 capital
divided by risk-weighted assets and the Total capital ratio is the sum of
Tier 1 and Tier 2 capital divided by risk-weighted assets.  The regulatory
minimum Total capital ratio is 8.00 percent of which one-half (4.00 percent)
must be Tier 1 capital.  Additionally, a minimum Leverage ratio has been
adopted for bank holding companies requiring banking organizations to
maintain Tier 1 capital of at least 3.00 percent of average quarterly assets
less goodwill and other intangibles.  This Leverage ratio is the minimum
requirement for the most highly rated banking organizations and other
banking organizations are expected to maintain an additional level of
at least 100 to 200 basis points.

<PAGE>F-61                                                                   85

The Federal Reserve Board, OCC and FDIC implemented regulations, pursuant to
the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA),
effective on December 19, 1992, concerning prompt supervisory and regulatory
actions to be taken against undercapitalized depository institutions.
FDICIA establishes five capital categories:  "well-capitalized"; "adequately
capitalized"; "undercapitalized"; "significantly undercapitalized"; and
"critically undercapitalized".  Under these regulations, an institution will
be deemed "well-capitalized" if it has a Risk-based Total capital ratio of
10.00 percent or greater, a Risk-based Tier 1 capital ratio of 6.00 percent
or greater and a Leverage ratio of 5.00 percent or greater.  In addition,
the institution cannot be subject to an order, written agreement, capital
directive or prompt correction action directive.  The Corporation and its
subsidiary banks at December 31, 1993 met the definition for a
"well-capitalized" institution.

The Corporation's Tier 1 capital ratio of 8.15 percent, Total capital ratio
of 12.32 percent and Leverage ratio of 6.34 percent at December 31, 1993,
are above the minimum requirements.  Tier 1 capital and Total capital ratios
were 7.52 percent and 11.87 percent, respectively, at December 31, 1992.
The Corporation's Leverage ratio at December 31, 1992 was 5.90 percent.  The
improvement in the Corporation's Risk-based capital and Leverage ratios is
primarily attributable to the increase in shareholders' equity.
<TABLE>
The following table presents the Risk-based capital and Leverage ratios for
the Corporation's subsidiary banks, Shawmut Bank Connecticut, National
Association (Shawmut Bank Connecticut or SBC) and Shawmut Bank, National
Association (Shawmut Bank Massachusetts or SBM).
<CAPTION>
                                                                       SBC                         SBM
December 31, (in millions)                                              1993          1992          1993          1992
<S>                                                               <C>           <C>           <C>           <C>
Shareholders' equity                                              $    1,131.6  $      880.9  $      984.6  $      851.4
Tier 1 capital                                                         1,075.0         821.0         948.6         821.4
Total capital                                                          1,210.8         936.4       1,099.2         970.8
Risk-weighted assets                                                  10,652.1       8,951.6       9,709.4       8,969.8
Ratios:
Shareholders' equity to assets                                            7.80 %        7.33 %        7.64 %        6.26 %
Risk-based capital
  Tier 1 capital                                                         10.09          9.17          9.77          9.16
  Total capital                                                          11.37         10.46         11.32         10.82
Leverage                                                                  7.79          7.53          7.39          6.75
</TABLE>
The Corporation's subsidiary banks are subject to similar risk-based capital
guidelines and minimum Leverage ratio requirements as the Corporation.  The
Tier 1 capital and Total capital ratios at both banks exceeded the
regulatory minimum capital ratios of 4.00 percent for Tier 1 capital and
8.00 percent for Total capital at December 31, 1993.

Shareholder's equity at Shawmut Bank Connecticut increased $250.7 million to
$1.1 billion at December 31, 1993, from $880.9 million at December 31,
1992.  The increase in shareholder's equity is attributable to additional
capital contributions by the Corporation during 1993 and current year net
income.  The Tier 1 capital and Total capital ratios for Shawmut Bank
Connecticut were 10.09 percent and 11.37 percent, respectively, at December
31, 1993, compared with 9.17 percent and 10.46 percent, respectively, at
December 31, 1992.

<PAGE>F-62                                                                   86

Shareholders' equity at Shawmut Bank Massachusetts increased $133.2 million
to $984.6 million at December 31, 1993 from $851.4 million at December 31,
1992.  The increase is attributable to current year net income.  The Tier 1
capital and Total capital ratios for Shawmut Bank Massachusetts were 9.77
percent and 11.32 percent, respectively, at December 31, 1993, compared with
9.16 percent and 10.82 percent, respectively, at December 31, 1992.

Principal sources of the parent companies' revenues are dividends received
from its bank and other subsidiaries and interest earned on short-term
investments and advances to subsidiaries.  Dividends of $81.9 million were
declared and paid by Shawmut Bank Massachusetts to the Corporation in 1993.
No dividends were paid by the subsidiary banks to the Corporation in 1992.

Federal law imposes limitations on the payment of dividends by the
subsidiaries of the Corporation that are national banks.  Two different
calculations are performed to measure the amount of dividends that may be
paid: a "recent earnings" test and an "undivided profits" test.

Under the recent earnings test, a dividend may not be paid if the total of
all dividends declared by a national bank in any calendar year is in excess
of the current year's net profits combined with the retained net profits of
the two preceding years, unless the bank obtains the approval of the OCC.
Pursuant to regulations (Regulations) adopted in December 1990 by the OCC,
"net profits" is defined as the net income reported by a bank in its Reports
of Condition and Income and "retained net profits" is "net profits" less any
common or preferred dividends declared for that reporting period.  Under the
recent earnings test, to the extent that a national bank has a loss in any
year, the national bank must subtract that loss (as well as any dividends
paid) from earnings during the next two years in determining its capacity to
pay dividends.

Under the undivided profits test, a dividend may not be paid in excess of a
bank's undivided profits then on hand, after deducting (i) losses and (ii)
bad debts in excess of the allowance for loan and lease losses.  Under the
Regulations, "allowance for loan and lease losses" and "undivided profits"
are defined as the amounts reported as such by a bank in its Reports of
Condition and Income; and "bad debts" is defined to include matured
obligations due a bank on which the interest is past due and unpaid for six
months, unless the debts are well-secured and in the process of collection.
Generally, a debt is considered "matured" when all or part of the principal
is due and payable as a result of demand, arrival of the stated maturity
date, or acceleration by contract or by operation of law.  In addition, the
Regulations specify that only the portion of a bank's surplus account that
is earned surplus (surplus derived from earnings of prior periods in excess
of the minimum amount of surplus required under federal law to be maintained
by the bank) may be transferred to undivided profits for the purpose of
paying dividends, provided the transfer is approved by the OCC.


Under the recent earnings test, which is the more restrictive of the two
tests, at January 1, 1994, Shawmut Bank Connecticut could pay up to $113.8
million in dividends to its parent holding company without prior approval.
Shawmut Bank Massachusetts could pay up to $210.7 million in dividends to
its parent holding company, under the recent earnings test at January 1,
1994 without prior approval.  Shawmut Bank Connecticut and Shawmut Bank
Massachusetts had undivided profits of $262.9 million and $469.6 million,
respectively, at December 31, 1993.

<PAGE>F-63                                                                   87

It is the policy of both the OCC and the Federal Reserve Board that banks
and bank holding companies, respectively, should pay dividends only out of
current earnings.  Finally, the Federal regulatory agencies are authorized
to prohibit a banking organization from engaging in an unsafe or unsound
banking practice.  Depending upon the circumstances, the agencies could take
the position that paying a dividend would constitute an unsafe or unsound
banking practice.

The Corporation's subsidiary banks are subject to restrictions under federal
law which limit the transfer of funds to the Corporation and its nonbanking
subsidiaries, whether in the form of loans, other extensions of credit,
investments or asset purchases.  Such transfers by any subsidiary bank to
the Corporation or any nonbanking subsidiary are limited in amount to 10
percent of such subsidiary bank's capital and surplus and, with respect to
the Corporation and certain of its affiliates, to an aggregate of 20 percent
of such subsidiary bank's capital and surplus.  Furthermore, such loans and
extensions of credit are required to be secured in specified amounts.  In
October 1993, the Federal Reserve Bank of Boston and OCC removed certain
regulatory agreements under which the Corporation and its subsidiary banks
had been operating.  The regulatory agreements focused on the need to
improve asset quality and credit administration policies, as well as prior
approval for dividend payments.

CREDIT RISK MANAGEMENT

Credit risk entails both general risk, which is inherent in the process of
lending, and risk specific to individual borrowers.  The management of
credit risk involves two fundamental disciplines, loan underwriting and loan
administration.  The Corporation manages credit risk through a strategy of
portfolio diversification, which seeks to avoid concentrations of credit by
loan type and industry, and to limit total exposure to individual and
affiliated borrowers.  The evaluation of specific risk is a basic function
of underwriting and loan administration and concerns the analysis of the
borrower's ability to service debt as well as the value of pledged
collateral.

The Corporation's lending and loan administration staffs are charged with
monitoring the Corporation's loan portfolio and identifying changes in the
economy or in a borrower's circumstances, which may affect the ability to
repay debt or the value of pledged collateral.  In order to assess and
monitor the degree of risk in the Corporation's loan portfolio, several
credit risk identification and monitoring processes are utilized.  A credit
risk assessment process is employed that assigns a risk grade to each loan
based upon an assessment of the borrower's financial capacity to service the
debt and the presence and value of collateral for the loan.  Credit grading
of the portfolio is achieved through loan officers' monitoring of individual
loans supplemented by periodic reviews performed by the Credit Review
Department.  Further, a special division of loan administration monitors
adversely graded loans, recommending and approving courses of action and
ensuring the accuracy and timeliness of recognizing changes in risk.

<PAGE>F-64                                                                   88
<TABLE>
LOAN PORTFOLIO
<CAPTION>
December 31, (in millions)                                  1993        1992          1991          1990          1989
<S>                                                  <C>          <C>           <C>           <C>           <C>
Commercial and industrial                            $   6,321.3  $    5,822.4  $    4,900.0  $    5,347.3  $    7,042.0
Owner-occupied commercial real estate                    1,388.0       1,601.7       1,794.1       1,814.1
Real estate investor/developer
  Commercial mortgage                                    1,225.1       1,390.4       1,563.5       1,903.3       2,673.7
  Construction and other                                   152.8         346.2         593.1         964.2       1,489.1
    Total investor/developer                             1,377.9       1,736.6       2,156.6       2,867.5       4,162.8
Consumer
  Residential mortgage                                   4,036.8       3,886.9       3,104.0       2,846.1       3,477.6
  Home equity                                            1,387.6       1,199.0       1,203.7       1,081.3       1,898.6
  Installment and other                                    872.8         653.2       1,142.3       1,432.2       2,620.4
    Total consumer                                       6,297.2       5,739.1       5,450.0       5,359.6       7,996.6
    Total                                               15,384.4      14,899.8      14,300.7      15,388.5      19,201.4
Reserve for loan losses                                   (633.0)       (863.0)     (1,000.0)       (941.3)       (738.9)
    Total                                            $  14,751.4  $   14,036.8  $   13,300.7  $   14,447.2  $   18,462.5

</TABLE>
LENDING ACTIVITIES

The Corporation extends credit primarily to consumers, large corporate
customers, and middle market companies within New England.  Commercial and
industrial loans, which represented 41 percent of the Corporation's $15.4
billion loan portfolio at year end, consisted primarily of loans to a mix of
middle market customers, typically with revenues of less than $150 million
and loans to large corporate customers.  Owner-occupied commercial real
estate loans, which represented 9 percent of loans at year end, included
loans to commercial borrowers for the construction or purchase of business
space, primarily for the borrower's own use, or loans to commercial
borrowers for operating purposes in which the Corporation has taken business
real estate as collateral.  The operating cash flow of the enterprise,
rather than the real estate, is the primary source of repayment.  Real
estate investor/developer loans, which represented 9 percent of loans
outstanding at year end, included a diverse mix of construction projects and
commercial mortgages.  Consumer loans, which represented 41 percent of the
loan portfolio at year end, included residential mortgages, home equity
loans and lines of credit and installment loans.

The Corporation's commercial and industrial loans totaled $6.3 billion at
year end 1993.  Manufacturing, finance, insurance and real estate and
communications made up 26 percent, 21 percent and 19 percent, respectively,
of the portfolio at year end.  Commercial and industrial loans increased
$499 million in 1993 from $5.8 billion at December 31, 1992, primarily as a
result of higher levels of corporate and money market loans.

Owner-occupied commercial real estate loans represented $1.4 billion and
$1.6 billion, respectively, of the Corporation's loan portfolio at year end
1993 and 1992.

Loans to real estate investor/developers of $1.4 billion decreased $359
million in 1993, a 21 percent decline from $1.7 billion at December 31,
1992.  The decrease in loans to real estate investor/developers is primarily
attributable to the economic decline in the real estate market and
management's decision to curtail lending in this area and loans sold in a
bulk sale during the second quarter of 1993.

<PAGE>F-65                                                                   89

The Corporation's consumer loan portfolio was $6.3 billion at December 31,
1993, an increase of $558 million from $5.7 billion at December 31, 1992.
The residential mortgage loan portfolio grew by $150 million and was
generated principally by the Corporation's mortgage banking subsidiary.
Installment loans increased $220 million primarily due to growth in indirect
automobile lending.

<TABLE>
NONACCRUING LOANS, RESTRUCTURED LOANS AND ACCRUING LOANS PAST DUE 90 DAYS OR MORE
<CAPTION>
December 31, (in millions)                                  1993        1992          1991          1990          1989

Nonaccruing loans
  <S>                                                <C>          <C>           <C>           <C>           <C>
  Current                                            $      72.0  $      201.3  $      182.1  $      245.8
  From 30 to 89 days past due                               28.4          61.7          79.8         173.1
  90 or more days past due                                 209.1         355.0         775.6       1,031.5
    Total nonaccruing loans                          $     309.5  $      618.0  $    1,037.5  $    1,450.4  $      838.6

Restructured loans
  (not included in categories above)                 $      66.2  $      165.0  $       98.5  $        4.6  $        5.0
Accruing loans past due 90 days or more
  (not included in categories above)                        33.5          42.6          82.5          92.9          53.0
Nonaccruing loans to loans                                  2.01 %        4.15 %        7.25 %        9.43 %        4.37 %
Reserve for loan losses to
  nonaccruing loans                                       205.00        140.00         96.00         65.00         88.00
</TABLE>

Information on aging of nonaccruing loans is not available for 1989.

When a loan is past due 90 days or more or the ability of a borrower to
repay principal or interest is in doubt, the Corporation's policy is to
discontinue the accrual of interest and reverse any unpaid accrued amounts.
If there is doubt as to collectibility, cash interest payments are applied
to reduce principal.  A loan is not restored to accruing status until the
borrower has brought the loan current and demonstrated the ability to make
payments of principal and interest, and doubt as to the collectibility of
the loan is not present.  The Corporation may continue to accrue interest on
loans past due 90 days or more which are well secured and in the process of
collection.

The classification of a loan as nonaccruing does not necessarily indicate
that loan principal and interest will be uncollectible.  Nonaccruing loans
can be reduced as a result of payments, restructurings, return to accruing
status, liquidation or sale of collateral and charge-offs.

<PAGE>F-66                                                                   90

Nonaccruing loans declined $308.5 million, or 50 percent, to $309.5 million
at December 31, 1993, from $618.0 million at December 31, 1992.
Contributing to the decline were bulk sales of approximately $177.0 million
of nonaccruing real estate loans during the second quarter of 1993.  The
ratio of nonaccruing loans to loans improved to 2.01 percent at
December 31, 1993 from 4.15 percent at December 31, 1992.  The ratio of the
reserve for loan losses to nonaccruing loans also improved increasing to
205 percent at December 31, 1993, from 140 percent at December 31, 1992.

Approximately $72.0 million, or 23 percent, of nonaccruing loans were
current at December 31, 1993, compared with $201.3 million, or 33 percent, at
December 31, 1992.  These loans have been classified as nonaccruing because
of concerns regarding future collectibility.  Real estate investor/developer
loans represented 34 percent of this balance at December 31, 1993.

The Corporation seeks to limit its exposure to individual and affiliated
borrowers.  The ten largest nonaccruing loan relationships totaled $35.9
million, or less than .5 percent, of loans outstanding at December 31, 1993.
At December 31, 1992 the ten largest nonaccruing loan relationships totaled
$78.0 million.

Restructured loans, which are loans with original terms that have been
modified as a result of a change in the borrower's financial condition,
totaled $66.2 million at December 31, 1993, compared with $165.0 million at
the end of 1992.  Contributing to the decline were bulk sales of
approximately $75.4 million of restructured loans during the second quarter
of 1993.  Restructured loans included real estate investor/developer loans
and owner-occupied loans of $47.8 million and $3.9 million, respectively, at
December 31, 1993.  The yield from the portfolio of restructured loans was
7.00 percent in 1993, compared with 7.85 percent for the year ended December
31, 1992.

Interest income related to nonaccruing and restructured loans would have
been approximately $42.8 million in 1993 and $72.1 million in 1992 had these
loans been current and the terms of the loans had not been modified.
Interest income recorded on these loans totaled approximately $9.6 million
in 1993 and $25.1 million in 1992.  Interest income received on these loans
and applied as a reduction of principal totaled approximately $14.4 million
and $31.3 million in 1993 and 1992, respectively.

Accruing loans past due 90 days or more, which are well secured and in the
process of collection, were $33.5 million at December 31, 1993, compared
with $42.6 million at December 31, 1992.  These loans represented less than
.5 percent of  loans at December 31, 1993 and 1992, respectively.  Consumer
loans represented 40 percent and 50 percent of loans past due 90 days or
more and still accruing interest at the end of 1993 and 1992, respectively.

<PAGE>F-67                                                                   91
<TABLE>
NONACCRUING LOANS BY LOAN TYPE
<CAPTION>
December 31, (in millions)                                1993          1992          1991          1990          1989
<S>                                                  <C>          <C>           <C>           <C>           <C>
Commercial and industrial                            $      72.6  $      152.8  $      225.0  $      359.7  $      258.9
Owner-occupied commercial real estate                       75.6         140.6         182.2         195.1
Real estate investor/developer
  Commercial mortgage                                       81.9         164.1         281.3         329.2         202.3
  Construction and other                                    23.2          69.0         159.6         396.9         309.5
    Total investor/developer                               105.1         233.1         440.9         726.1         511.8
Consumer
  Residential mortgage                                      46.5          73.0         141.9         114.3          37.8
  Home equity                                                5.1           6.6          13.4          10.8           5.3
  Installment and other                                      4.6          11.9          34.1          44.4          24.8
    Total consumer                                          56.2          91.5         189.4         169.5          67.9
    Total                                            $     309.5  $      618.0  $    1,037.5  $    1,450.4  $      838.6
</TABLE>
Information on nonaccruing owner-occupied commercial real estate loans is
not available for 1989.
<TABLE>
CHANGES IN NONACCRUING LOANS

The changes in the Corporation's nonaccruing loans for each of the years
ended December 31, 1993 and 1992, respectively, are summarized below:
<CAPTION>

Year ended December 31, (in millions)                                                               1993          1992
<S>                                                                                           <C>           <C>
Balance at beginning of year                                                                  $      618.0  $    1,037.5
New nonaccruing loans                                                                                377.1         684.9
Decreases in nonaccruing loans
  Sales                                                                                               80.9          68.3
  Payments                                                                                           220.2         321.1
  Returns to accruing loans                                                                          142.2         153.1
  Transfers to restructured loans                                                                     17.2          80.7
  Transfers to foreclosed properties                                                                  27.4         217.9
  Charge-offs                                                                                        182.7         258.3
    Total                                                                                            670.6       1,099.4
Net other changes (1)                                                                                (15.0)         (5.0)
Balance at end of year                                                                        $      309.5  $      618.0

(1)  Amount represents the net change in nonaccruing consumer loans.

<PAGE>F-68                                                                   92
</TABLE>

<TABLE>
LOAN LOSS EXPERIENCE
<CAPTION>
Year ended December 31, (in millions)                     1993          1992          1991          1990          1989
<S>                                                  <C>          <C>           <C>           <C>           <C>
Reserve for loan losses at beginning of year         $     863.0  $    1,000.0  $      941.3  $      738.9  $      281.7
Loans charged off
Commercial and industrial                                   56.6         100.1         163.1         127.0          78.7
Owner-occupied commercial real estate                       41.7          43.8          40.7          12.3
Real estate investor/developer
  Commercial mortgage                                      112.2          67.4          65.6          31.9          24.1
  Construction and other                                    37.0          50.9          74.5          22.6          35.8
    Total investor/developer                               149.2         118.3         140.1          54.5          59.9
Consumer
  Residential mortgage                                      38.4          75.5          22.7           5.2           3.1
  Home equity                                                4.3           6.0           8.2           3.3
  Installment and other                                     19.5          28.1          72.7          52.0          42.6
    Total consumer                                          62.2         109.6         103.6          60.5          45.7
    Total loans charged off                                309.7         371.8         447.5         254.3         184.3
Recoveries on loans charged off
Commercial and industrial                                   22.8          18.3          27.2          11.4           8.7
Real estate                                                 17.7          16.9           4.3           2.3           2.2
Consumer                                                    10.0          10.1           8.3           8.7           4.8
    Total recoveries                                        50.5          45.3          39.8          22.4          15.7
Net loans charged off                                      259.2         326.5         407.7         231.9         168.6
Provision charged to operations                             29.2         189.5         466.4         434.3         625.8
Reserve for loan losses at end of year               $     633.0  $      863.0  $    1,000.0  $      941.3  $      738.9

Loans at end of year                                 $  15,384.4  $   14,899.8  $   14,300.7  $   15,388.5  $   19,201.4
Average loans for the year                              14,792.0      13,695.8      14,215.4      16,851.6      18,874.6
Reserve for loan losses to loans                            4.11 %        5.79 %        6.99 %        6.12 %        3.85 %
Net charge-offs to average loans                            1.75          2.38          2.87          1.38          0.89
</TABLE>
PROVISION AND RESERVE FOR LOAN LOSSES

The reserve for loan losses is maintained at a level determined by
management to be adequate to provide for probable losses inherent in the
loan portfolio including commitments to extend credit.  The reserve is
maintained through the provision for loan losses, which is a charge to
operations.  The potential for loss in the portfolio reflects the risks and
uncertainties inherent in the extension of credit.

The determination of the adequacy of the reserve is based upon management's
assessment of risk elements in the portfolio, factors affecting loan quality
and assumptions about the economic environment in which the Corporation
operates.  The process includes identification and analysis of loss
potential in various portfolio segments utilizing a credit risk grading
process and specific reviews and evaluations of significant individual
problem credits.  In addition, management reviews overall portfolio quality
through an analysis of current levels and trends in charge-off, delinquency
and nonaccruing loan data, review of forecasted economic conditions and the
overall banking environment.  These reviews are of necessity dependent upon
estimates, appraisals and judgments, which may change quickly because of
changing economic conditions and the Corporation's perception as to how
these factors may affect the financial condition of debtors.

<PAGE>F-69                                                                   93

The reserve for loan losses was $633.0 million at December 31, 1993,
compared with $863.0 million at December 31, 1992.  The ratio of the reserve
for loan losses to nonaccruing loans increased to 205 percent at December
31, 1993, from 140 percent at the end of 1992.  The reserve for loan losses
to total loans was 4.11 percent at December 31, 1993, compared with 5.79
percent at December 31, 1992.  The reserve for loan losses at December 31,
1993 and 1992 was equal to 2.44 times net charge-offs for 1993 and 2.64
times net charge-offs for 1992, respectively.

The provision for loan losses was $29.2 million for the year ended December
31, 1993, compared with $189.5 million and $466.4 million for the years
ended December 31, 1992 and 1991, respectively.  Net charge-offs for 1993
were $259.2 million, equal to 1.75 percent of average loans.  Net
charge-offs for 1993 included a charge-off of $108.6 million related to a bulk
sale of nonaccruing real estate loans.  Excluding this charge-off, net
charge-offs for 1993 would have been $150.6 million, equal to 1.02 percent
of average loans.  The comparable net charge-offs experienced in 1992 were
$293.4 million, or 2.14 percent of average loans, after excluding a
charge-off of $33.1 million related to the bulk sale of nonaccruing
residential mortgage loans, and for 1991 net charge-offs were $407.7
million, or 2.87 percent of average loans.  The decrease in net charge-offs
reflects improving asset quality over the periods presented.

Management anticipates that net charge-offs for 1994, as a percent of
average loans outstanding, will not exceed 1993 levels, after excluding
charge-offs associated with bulk sales and also anticipates further
reduction in the reserve for loan losses if loan quality trends continue to
improve.  However, future levels of net charge-offs and the reserve for loan
losses will be affected by changing economic conditions and loan quality.
Continued economic weakness in New England may adversely affect the level of
net charge-offs and the reserve for loan losses in future periods.

Real estate investor/developer charge-offs were $149.2 million, or 48
percent of total charge-offs in 1993, compared with $118.3 million, or 32
percent, and $140.1 million, or 31 percent, in 1992 and 1991, respectively.
Commercial and industrial loans accounted for $56.6 million, or 18 percent
of total charge-offs in 1993, compared with $100.1 million, or 27 percent,
in 1992 and $163.1 million, or 36 percent, in 1991.  Owner-occupied
commercial real estate charge-offs were $41.7 million in 1993, $43.8 million
in 1992 and $40.7 million in 1991, representing 13, 12 and 9 percent of
total charge-offs in each of the years, respectively.  Charge-offs
of consumer loans were $62.2 million, or 20 percent of total charge-offs in
1993, compared with $109.6 million, or 29 percent, in 1992 and $103.6
million, or 23 percent, in 1991.

The Financial Accounting Standards Board issued FAS No. 114, "Accounting By
Creditors for Impaired Loans", in May 1993.  The new accounting standard
will require that impaired loans, which are defined as loans where it is
probable that a creditor will not be able to collect both the contractual
interest and principal payments, be measured at the present value of
expected future cash flows discounted at the loan's effective rate when
assessing the need for a loss accrual.  The new accounting standard is
effective for the Corporation's financial statements beginning January 1,
1995.  The effect on the Corporation of adopting this new accounting
standard is currently being evaluated.

<PAGE>F-70                                                                   94
<TABLE>
FORECLOSED PROPERTIES BY PROJECT TYPE
<CAPTION>
December 31, (in millions)                                                                          1993          1992
<S>                                                                                           <C>           <C>
Land                                                                                          $       10.7  $       35.3
Offices                                                                                                8.6          42.9
Residential mortgage                                                                                   6.0          12.5
Hotels, resorts, inns                                                                                  5.7           8.9
Industrial                                                                                             5.6          43.3
Retail space                                                                                           4.0          28.8
Mixed use                                                                                              2.1          15.7
Residential developers
  Condominium                                                                                          1.6          11.8
  Single family                                                                                        1.6           6.2
Apartment/rental                                                                                       0.9          17.3
Other                                                                                                  1.2          21.7
  Total                                                                                       $       48.0  $      244.4
</TABLE>
FORECLOSED PROPERTIES

Properties acquired through foreclosure or in settlement of loans and
in-substance foreclosures are classified as foreclosed properties.  An
in-substance foreclosure occurs when a borrower has little or no equity in
the collateral, repayment can only be expected to come from the operations
or sale of the collateral, and the borrower has effectively abandoned the
collateral or has doubtful ability to rebuild equity in the collateral.  A
valuation reserve is maintained for estimated selling costs and to record
the excess of the carrying values over the fair market values of properties
if a change in the carrying values are judged to be temporary.

Foreclosed properties decreased $196.4 million, or 80 percent, to $48.0
million at December 31, 1993 from $244.4 million at December 31, 1992.  The
decrease in foreclosed properties resulted primarily from ongoing
disposition efforts and also reflects the bulk sale of real estate loans and
foreclosed properties in the second quarter of 1993.

The provision to reduce the carrying values of foreclosed properties was
$68.1 million during 1993, compared with $134.2 million in 1992 and $77.1
million in 1991.  The 1993 provision for foreclosed properties included a
charge of $20.0 million relating to a bulk sale of foreclosed properties in
the second quarter of 1993.  The provision for 1992 included three special
charges totaling $23.6 million:  $5.5 million related to the bulk sale of
$18.6 million of foreclosed residential properties; $9.4 million related to
a pool of foreclosed commercial properties aggregating approximately $34
million subject to auction; and $8.7 million to reduce the carrying value of
the remaining foreclosed properties for estimated selling costs.  The
decrease in the foreclosed properties provision in 1993 reflects the overall
decline in the levels of foreclosed properties throughout 1993.

Foreclosed properties expense totaled $27.6 million in 1993 and $32.9
million in 1992 and 1991.  Foreclosed properties expense includes the cost
of managing, upgrading and maintaining the properties as well as legal fees,
property taxes and appraisal fees, net of rental income.  Gains or losses
realized upon the sale of properties are included in the foreclosed
properties provision.  The decline in foreclosed properties expense in 1993
is consistent with the lower level of foreclosed properties throughout 1993.
The increased level of foreclosed properties expense in 1992 and 1991
reflected the effort to maintain and sell these foreclosed properties.

<PAGE>F-71                                                                   95
<TABLE>
The table below presents the aging of foreclosed properties at December 31,
1993 and 1992.
<CAPTION>
December 31, (in millions)                                                                          1993         1992
<S>                                                                                           <C>           <C>
From 0 to 180 days                                                                            $       10.3  $       67.1
From 181 days to 1 year                                                                                8.6          91.8
From 1 to 2 years                                                                                     15.9          66.1
Over 2 years                                                                                          13.2          19.4
  Total                                                                                       $       48.0  $      244.4

NONACCRUING LOANS PLUS FORECLOSED PROPERTIES
<CAPTION>
December 31, (in millions)                                1993          1992          1991          1990          1989
<S>                                                  <C>          <C>           <C>           <C>           <C>
Nonaccruing loans                                    $     309.5  $      618.0  $    1,037.5  $    1,450.4  $      838.6
Foreclosed properties                                       48.0         244.4         360.9         230.6         174.9
    Total                                            $     357.5  $      862.4  $    1,398.4  $    1,681.0  $    1,013.5

Nonaccruing loans plus foreclosed properties
  to loans plus foreclosed properties                       2.32 %        5.69 %        9.54 %       10.76 %        5.23 %
</TABLE>
Nonaccruing loans plus foreclosed properties decreased $504.9 million, or 59
percent, during 1993 to $357.5 million at December 31, 1993 from $862.4
million at December 31, 1992.  Contributing to the decline in these assets
were ongoing disposition efforts and bulk sales of nonaccruing loans and
foreclosed properties in the second quarter of 1993.  The ratio of
nonaccruing loans plus foreclosed properties to loans plus foreclosed
properties declined to 2.32 percent at December 31, 1993 from 5.69 percent
at December 31, 1992.

PORTFOLIO STATISTICS

The following tables set forth detailed portfolio statistics for commercial
and industrial loans, owner-occupied commercial real estate loans, real
estate investor/developer loans, consumer loans, and the Corporation's ten
largest nonaccruing loan relationships.
<TABLE>
COMMERCIAL AND INDUSTRIAL LOANS - BY INDUSTRY SECTOR
<CAPTION>
                                               1993                                     1992
                                            Loans                    Charge-        Loans                      Charge-
December 31, (in millions)                outstanding Nonaccruing      offs      outstanding   Nonaccruing       offs
<S>                                      <C>         <C>          <C>           <C>           <C>           <C>
Manufacturing                            $  1,649.9  $      24.2  $        6.4  $    1,514.7  $       30.0  $        5.7
Finance, insurance and
  real estate                               1,351.6          7.3           8.9       1,000.6          22.7          24.4
Communications                              1,173.5          5.8           9.3       1,181.0          22.8           5.0
Services                                      702.3         10.8           6.0         568.9          17.9          20.8
Wholesale                                     455.3          8.0           5.2         491.3          22.7          11.0
Retail                                        422.4          6.6           8.4         503.9          14.1          14.9
Other                                         566.3          9.9          12.4         562.0          22.6          18.3
  Total                                  $  6,321.3  $      72.6  $       56.6  $    5,822.4  $      152.8  $      100.1

<PAGE>F-72                                                                   96
</TABLE>
Nonaccruing commercial and industrial loans declined $80.2 million, or 52
percent, from $152.8 million at December 31, 1992 to $72.6 million at
December 31, 1993 and represented 23 percent of total nonaccruing loans.
Nonaccruing loans represented 1 percent and 3 percent of total loans in this
sector at December 31, 1993 and 1992, respectively.

<TABLE>
OWNER-OCCUPIED COMMERCIAL REAL ESTATE LOANS - BY INDUSTRY SECTOR
<CAPTION>
                                               1993                                     1992
                                            Loans                    Charge-        Loans                      Charge-
December 31, (in millions)                outstanding Nonaccruing      offs      outstanding   Nonaccruing       offs
<S>                                      <C>         <C>          <C>           <C>           <C>           <C>
Finance, insurance and
  real estate                            $    380.9  $      21.7  $       18.6  $      539.8  $       55.0  $       15.7
Services                                      361.6          7.0           6.6         361.8          17.1           8.0
Manufacturing                                 170.0          5.9           3.6         168.7          11.4           4.0
Retail                                        167.1         19.8           4.1         166.1          25.6           5.6
Wholesale                                      89.0          3.6           1.3          79.1           4.3           4.0
Communications                                 30.4          0.9           0.1          25.2           0.4           0.4
Other                                         189.0         16.7           7.4         261.0          26.8           6.1
  Total                                  $  1,388.0  $      75.6  $       41.7  $    1,601.7  $      140.6  $       43.8
</TABLE>
Nonaccruing owner-occupied commercial real estate loans declined $65.0
million, or 46 percent, from $140.6 million at December 31, 1992 to $75.6
million at December 31, 1993 and represented 24 percent of total nonaccruing
loans. Nonaccruing loans represented 5 percent and 9 percent of total loans
in this sector at December 31, 1993 and 1992, respectively.
<TABLE>
REAL ESTATE INVESTOR/DEVELOPER LOANS - BY PROJECT
<CAPTION>
                                               1993                                     1992
                                            Loans                    Charge-        Loans                      Charge-
December 31, (in millions)                outstanding Nonaccruing      offs      outstanding   Nonaccruing       offs
<S>                                      <C>         <C>          <C>           <C>           <C>           <C>
Offices                                  $    277.5  $      14.9  $       49.1  $      394.7  $       44.9  $       31.5
Retail space                                  253.6          7.6          17.9         254.0          13.4           8.2
Apartment/rental                              236.7         14.8          21.4         283.2          39.8          17.1
Mixed use                                     180.9         15.1           8.2         216.0          19.4          12.1
Industrial                                    147.6         13.7          24.0         195.9          37.0           9.7
Special purposes                               59.3          5.5           3.0          73.0           7.2          11.2
Research and development space                 44.9                        6.0          67.2          13.3           2.7
Land                                           44.8         17.0           6.5          70.0          20.8          18.0
 Residential developers
  Condominium                                  36.7          4.9           4.3          53.1          11.7           3.6
  Single family                                35.1          5.9           3.2          54.3          12.8           1.7
Hotels, resorts, inns                          21.6          1.8           4.6          29.9           8.1           0.7
Other                                          39.2          3.9           1.0          45.3           4.7           1.8
  Total                                  $  1,377.9  $     105.1  $      149.2  $    1,736.6  $      233.1  $      118.3
</TABLE>
Nonaccruing real estate investor/developer loans decreased $128.0 million,
or 55 percent, from $233.1 million at December 31, 1992 to $105.1 million at
December 31, 1993 and represented 34 percent of total nonaccruing loans.
Nonaccruing loans represented 8 percent and 13 percent of total loans in
this sector at December 31, 1993 and 1992, respectively.

<PAGE>F-73                                                                   97
<TABLE>
CONSUMER LOANS - BY TYPE
<CAPTION>
                                               1993                                     1992
                                            Loans                    Charge-        Loans                      Charge-
December 31, (in millions)                outstanding Nonaccruing      offs      outstanding   Nonaccruing       offs
<S>                                      <C>         <C>          <C>           <C>           <C>           <C>
Residential mortgages                    $  4,036.8  $      46.5  $       38.4  $    3,886.9  $       73.0  $       75.5
Home equity lines                           1,149.4          4.2           3.5       1,078.3           4.7           4.3
Indirect automobile                           619.3          0.5          11.0         345.2           1.3          10.0
Home equity loans                             238.2          0.8           0.8         120.7           1.9           1.7
Direct installment                            159.2          1.0           2.1         175.0           1.6           3.3
Other                                          94.3          3.2           6.4         133.0           9.0          14.8
  Total                                  $  6,297.2  $      56.2  $       62.2  $    5,739.1  $       91.5  $      109.6
</TABLE>
Nonaccruing consumer loans decreased $35.3 million, or 39 percent, from
$91.5 million at December 31, 1992 to $56.2 million at December 31, 1993 and
represented 19 percent of total nonaccruing loans.  Nonaccruing loans
represented 1 percent and 2 percent of total loans in this sector at
December 31, 1993 and 1992, respectively.
<TABLE>
TEN LARGEST NONACCRUING LOAN RELATIONSHIPS AS OF DECEMBER 31, 1993

Loan Type                                                                                                    (in millions)
<S>                                                                                                         <C>
Real estate investor/developer:  mixed use                                                                  $        7.4
Real estate investor/developer:  office                                                                              6.0
Commercial:  manufacturing                                                                                           4.0
Commercial:  wholesale                                                                                               3.1
Real estate investor/developer:  condominium, land                                                                   3.0
Commercial:  manufacturing                                                                                           2.7
Real estate investor/developer:  retail, industrial use                                                              2.7
Commercial:  communications, real estate                                                                             2.5
Real estate investor/developer:  apartment, condominium                                                              2.3
Owner-occupied commercial real estate:  retail                                                                       2.2
  Total                                                                                                     $       35.9
</TABLE>
ACQUISITIONS

The Corporation announced during 1993 the signing of definitive agreements
to acquire three banking organizations: New Dartmouth Bank of Manchester,
New Hampshire, with assets of $1.7 billion at year end, was announced on
March 24, 1993; Peoples Bancorp of Worcester, Inc. of Worcester,
Massachusetts, with assets of $891.1 million at year end, was announced on
August 26, 1993; and Gateway Financial Corporation of Norwalk, Connecticut,
with assets of $1.3 billion at year end, was announced on November 5, 1993.
The transactions will be accounted for as poolings of interests and are
subject to approvals by the shareholders of the respective banks and federal
and state regulatory agencies.  The transactions are expected to be
completed during 1994.

On November 15, 1993, the Federal Reserve Board issued an order not
approving the Corporation's application to acquire New Dartmouth Bank.  The
Federal Reserve Board cited a then-pending investigation of possible
discriminatory lending at Shawmut Mortgage Company, the Corporation's
mortgage banking subsidiary, by the United States Department of Justice
(DOJ) and the Federal Trade Commission (FTC).  The Federal Reserve Board
further stated that in order to obtain approval, the Corporation would need
to submit evidence of compliance with fair lending laws and accurate
reporting pursuant to the Home Mortgage Disclosure Act.

<PAGE>F-74                                                                   98

On December 13, 1993, without admitting any wrongdoing, Shawmut Mortgage
Company entered into a consent decree with the DOJ and FTC regarding past
lending practices.  Pursuant to the consent decree, Shawmut Mortgage Company
established a $960 thousand monetary fund to compensate minority loan applicants
who were denied mortgages between January 1990 and October 1992  but whose
applications would be approved under the Corporation's more recent flexible
underwriting criteria.  This settlement did not have a material effect on
the Corporation's results of operations or financial condition.

The Federal Reserve Board has granted the Corporation an extension of time
until March 1, 1994 within which to resubmit a petition requesting
reconsideration of the Federal Reserve Board's November 15, 1993 decision.
The amended New Dartmouth Bank merger agreement, dated December 20, 1993,
provides for the establishment of an escrow fund which would be paid to New
Dartmouth Bank in the event that the transaction is not consummated by June
30, 1994 and New Dartmouth Bank is not in breach of certain provisions of
the agreement.  Required deposits to the escrow fund will equal $10 million
by May 1, 1994.  The Corporation anticipates that the New Dartmouth Bank
acquisition and the other transactions will be completed during 1994.  The
Corporation anticipates that it will continue to pursue selected
acquisitions of financial institutions in the future.

FOURTH QUARTER RESULTS

The Corporation reported net income of $133.6 million, or $1.36 per common
share, for the fourth quarter of 1993, versus net income of $10.3 million,
or 8 cents per common share, in the previous year's fourth quarter.  Income
before extraordinary credit for the fourth quarter of 1992 was $7.1 million,
or 4 cents per common share.  The extraordinary credit of $3.2 million for
the 1992 fourth quarter was attributable to the realization of a net
operating loss carryforward.  The results for the fourth quarter of 1993
include income tax benefits of $70.2 million due to the reduction of the
deferred tax asset valuation allowance recorded in the first quarter of
1993.  Also included were $3.5 million of expenses related to the
Corporation's settlement with the United States Department of Justice and
the Federal Trade Commission as well as for the strengthening of fair
lending compliance programs.  The results for the fourth quarter of 1992
included securities gains of $6.3 million.

Net interest income during the fourth quarter of 1993 rose to $242.6
million, up 2 percent, from $236.7 million in the third quarter of 1993 and
an increase of 7 percent from $225.8 million in the fourth quarter of 1992.
The tax-equivalent net interest margin for the fourth quarter of 1993 was
4.00 percent, compared with 4.05 percent in the third quarter of 1993 and
4.32 percent in the fourth quarter of 1992.

The provision for loan losses was $5.0 million during the fourth quarter,
unchanged from the three-month period ending September 30, 1993, compared
with $28.7 million for the fourth quarter of 1992.

Noninterest income for the fourth quarter of 1993 was $89.6 million, versus
$88.0 million in the third quarter of 1993 and $93.1 million in the fourth
quarter of 1992.

Noninterest expenses (exclusive of foreclosed properties provisions and
expenses related to the Corporation's settlement with the United States
Department of Justice and the Federal Trade Commission as well as for the
strengthening of fair lending compliance programs) during the fourth quarter
of 1993 were $220.7 million. Comparable noninterest expenses were $225.4
million and $235.8 million for the third quarter of 1993 and the fourth
quarter of 1992, respectively.  The decline in noninterest expense levels
over these periods is the result of actions under the restructuring program
announced in the first quarter of 1993 as well as from declining problem
asset resolution expenses.

The provision to reduce the carrying value of foreclosed properties was $4.9
million during the fourth quarter of 1993, compared with $8.6 million during
the third quarter of 1993 and $43.8 million for the comparable period a year
ago.  The fourth quarter provision in 1992 included three special charges
totaling $20.9 million:  $2.8 million related to the bulk sale of $8.9
million of foreclosed residential properties; $9.4 million related to a pool
of foreclosed commercial properties aggregating approximately $34 million
subject to auction; and $8.7 million to reduce the carrying value of the
remaining foreclosed properties for estimated selling costs.

<PAGE>F-75                                                                   99
<TABLE>
SHAWMUT NATIONAL CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INFORMATION

MATURITY OF LOANS

The following table presents the maturities of loans at December 31, 1993
and the interest sensitivity of such loans.  The determination of maturities
in the loan portfolio is generally as contained in the contractual note
agreements. Occasionally extensions or renewals of loan obligations are
requested.  These are reviewed on an individual basis and granted if deemed
appropriate.  Such extensions, however, do not materially alter the
anticipated loan maturity schedule as reported.
<CAPTION>
                                                                      Under           1-5          Over
(in millions)                                                         1 year        years        5 years        Total
<S>                                                               <C>           <C>           <C>           <C>
Commercial and industrial                                         $    5,015.1  $      929.9  $      376.3  $    6,321.3
Real estate                                                              770.9       1,215.2         779.9       2,766.0
Consumer                                                               1,309.3       1,800.9       3,186.9       6,297.1
  Total                                                           $    7,095.3  $    3,946.0  $    4,343.1  $   15,384.4

Interest sensitivity of above loans
  Loans with predetermined interest rates                         $    1,302.4  $    1,711.2  $    2,558.6  $    5,572.2
  Loans with floating interest rates                                   5,792.9       2,234.8       1,784.5       9,812.2
  Total                                                           $    7,095.3  $    3,946.0  $    4,343.1  $   15,384.4
</TABLE>
<TABLE>
MATURITY OF SECURITIES
The following table presents the maturities of securities at December 31,
1993 and the weighted average yields of such securities.  Mortgage backed
securities are included in the table based upon contractual maturity.  The
weighted average yields were calculated based on the cost and effective
yields to maturity of each security.  The weighted average yield on income
from municipal obligations and equity securities was adjusted to a
tax-equivalent basis, using a federal income tax rate of 35 percent.
<CAPTION>

                                            Under         1-5          5-10          Over        No fixed
(in millions)                               1 year       years        years        10 years      maturity       Total
<S>                                      <C>         <C>          <C>           <C>           <C>           <C>
U.S. Government and agency
  securities                             $     66.8  $   2,460.8  $    3,614.3  $      464.6                $    6,606.5
State and municipal obligations                              0.1                         0.1                         0.2
Equity securities                                                                             $      212.6         212.6
Other securities                                2.9        582.9         448.4       1,137.1                     2,171.3
  Total                                  $     69.7  $   3,043.8  $    4,062.7  $    1,601.8  $      212.6  $    8,990.6
Weighted average yield
  (tax-equivalent basis)                       6.60 %       5.43 %        6.35 %        7.64 %        7.85 %        6.31 %
</TABLE>
<TABLE>
The following table summarizes the Corporation's securities classified as
available for sale at December 31, 1993 and the carrying amount of
securities reported at the lower of aggregate cost or fair value at December
31, 1992 and 1991.
<CAPTION>
December 31, (in millions)                                                            1993          1992          1991
<S>                                                                             <C>           <C>           <C>
U.S. Government and agency securities
  U.S. Treasury                                                                 $    1,551.9  $      931.4
  Mortgage backed                                                                      353.0       1,974.2
State and municipal obligations                                                          0.2           4.1
Equity securities                                                                      212.6         192.9  $      212.7
Corporate mortgage backed and other securities                                         478.7         258.9
    Total                                                                       $    2,596.4  $    3,361.5  $      212.7

<PAGE>F-76                                                                  100
</TABLE>
<TABLE>
The following table summarizes the Corporation's securities classified as
held to maturity for the periods indicated.
<CAPTION>
December 31, (in millions)                                                            1993          1992          1991

U.S. Government and agency securities
  <S>                                                                           <C>           <C>           <C>
  Mortgage backed                                                               $    3,155.1  $    1,799.7  $    3,986.8
  U.S. Treasury                                                                      1,546.5                       140.5
State and municipal obligations                                                                                     26.2
Other securities
  Mortgage backed                                                                       22.0                       455.4
  Asset backed and other                                                             1,670.6         916.6         272.7
    Total                                                                       $    6,394.2  $    2,716.3  $    4,881.6

</TABLE>
<TABLE>
CONSOLIDATED SHORT-TERM BORROWINGS

The following table summarizes average outstandings, maximum month-end
outstandings, daily average interest rates and average interest rates on
year-end balances.  Average interest rates during each year were computed by
dividing total interest expense by the average amount borrowed.
<CAPTION>

(in millions)                                                                         1993          1992            1991

Federal funds purchased
  <S>                                                                           <C>           <C>           <C>        
  Average outstanding                                                           $      610.7  $      222.7  $      306.0
  Maximum outstanding at any month-end                                               1,709.3         386.0         344.2
  Average interest rate during year                                                     3.09 %        3.48 %        5.81 %
  Interest rate at year-end                                                             3.12          3.01          3.93

Securities sold under agreements to repurchase
  Average outstanding                                                           $    5,769.4  $    3,444.5  $    2,423.6
  Maximum outstanding at any month-end                                               7,156.6       4,548.5       3,477.9
  Average interest rate during year                                                     3.05 %        3.44 %        5.56 %
  Interest rate at year-end                                                             2.98          3.24          4.58

Treasury tax and loan funds
  Average outstanding                                                           $      239.9  $      221.2  $      213.1
  Maximum outstanding at any month-end                                                 600.0         380.4         351.8
  Average interest rate during year                                                     2.82 %        3.34 %        5.33 %
  Interest rate at year-end                                                             2.75          2.78          3.94

Private placement notes
  Average outstanding                                                           $      162.1  $      118.8  $      117.6
  Maximum outstanding at any month-end                                                 189.8         150.3         171.7
  Average interest rate during year                                                     3.16 %        3.72 %        6.01 %
  Interest rate at year-end                                                             3.06          3.34          4.28

<PAGE>F-77                                                                  101
</TABLE>
<TABLE>

DOMESTIC TIME DEPOSITS OF $100 THOUSAND OR MORE

Domestic time deposits in denominations of $100 thousand or more and the
related maturities at December 31, 1993, were as follows:
<CAPTION>
                                                              Less than    Three    Six to     Over
                                                                three     to six    twelve    twelve
(in millions)                                                   months    months    months    months     Total
<S>                                                          <C>         <C>      <C>       <C>        <C>
Time certificates of deposit                                 $    230.9  $   7.0  $   29.7  $    26.1  $ 293.7
Other time deposits                                               102.2     30.0      22.3       69.8    224.3


</TABLE>
<TABLE>
QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)

Following is the quarterly financial information of Shawmut National
Corporation and its subsidiaries for 1993 and 1992.  In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of the Corporation's results of
operations for such periods are reflected.
<CAPTION>
(in millions, except            First quarter (1)   Second quarter        Third quarter      Fourth quarter
per share data)                     1993     1992      1993        1992     1993      1992       1993     1992
<S>                            <C>        <C>      <C>       <C>         <C>      <C>       <C>        <C>
Net interest income            $   212.2  $ 192.8  $  233.1  $    199.3  $ 236.7  $  207.4  $   242.6  $ 225.8
Provision for
  loan losses                       12.2     68.5       7.0        48.7      5.0      43.6        5.0     28.7
Securities gains, net                5.1     68.4       0.1                  0.1      11.2        0.4      6.3
Noninterest income                  95.5    102.0      90.9       109.1     87.9      94.3       89.2     86.8
Noninterest expenses               323.5    250.3     241.1       250.8    234.0     255.7      229.1    279.6
Income taxes (benefit)              (6.4)    11.1      19.7         2.5     14.6       3.6      (35.5)     3.5
Income (loss) before
  extraordinary credit
  and cumulative effect
  of accounting changes            (16.5)    33.3      56.3         6.4     71.1      10.0      133.6      7.1
Extraordinary  credit                        10.0                   2.2                3.0                 3.2
Cumulative effect of
  changes in methods
  of accounting                     46.2
Net income                     $    29.7  $  43.3  $   56.3  $      8.6  $  71.1  $   13.0  $   133.6  $  10.3
Net income
  applicable to
  common shares                $    25.9  $  42.8  $   52.4  $      8.0  $  67.2  $   12.5  $   129.7  $   7.1
Income (loss) before
  extraordinary credit
  and cumulative effect
  of accounting changes
  per common share             $   (0.22) $  0.44  $   0.56  $     0.07  $  0.72  $   0.10  $    1.36  $  0.04
Net income
  per common share                  0.28     0.58      0.56        0.09     0.72      0.14       1.36     0.08


See discussion of fourth quarter results in the Financial Review Section
of this annual report on page F-75.

(1)  First quarter of 1993 has been restated to reflect the adoption of
FAS 112.


<PAGE>F-78                                                                  102
</TABLE>



                      [This Page Intentionally Left Blank]




<PAGE>F-79                                                                  103


<TABLE>
CONSOLIDATED AVERAGE BALANCE SHEET, NET INTEREST INCOME AND INTEREST RATES

The table below presents the Corporation's average balance sheet, net
interest income and interest rates for the years 1989 through 1993.
Average loans outstanding include nonaccruing loans.  Interest income
and interest rates on loans and municipal obligations are presented on a
tax-equivalent basis, which reflects a federal income tax rate of 35
percent for 1993 and 34 percent for 1992 to 1989.
<CAPTION>
                                                                1993                           1992
                                                    Average               Average  Average              Average
Year ended December 31, (in millions)               balance    Interest    rate    balance   Interest    rate

ASSETS
<S>                                                <C>       <C>            <C>   <C>       <C>           <C>
Loans                                              $ 14,792  $  1,052.2     7.11 %$ 13,696  $ 1,064.1     7.77 %
Securities
  At lower of aggregate cost or market value
    Subject to federal income taxes                   2,969       195.9     6.60     2,531      195.2     7.71
    Dividend on equity securities                       269        22.0     8.17       204       23.1    11.31
  Held to maturity
    Subject to federal income taxes                   4,467       264.0     5.91     2,921      231.1     7.91
    Exempt from federal income taxes                                                     6        0.4     6.74
Residential mortgages held for sale                     405        29.6     7.32       344       27.3     7.93
Short-term investments
  Time deposits in other banks                            6         0.2     4.04        39        1.6     4.10
  Federal funds sold and securities
  purchased under agreements to resell                  295         9.3     3.16       439       15.8     3.60
Trading account securities                               35         2.0     4.44        32        2.4     7.59
    Total interest-earning assets                    23,238     1,575.2     6.78    20,212    1,561.0     7.73
Reserve for loan losses                                (754)                          (957)
Cash and due from banks                               1,443                          1,515
Other assets                                          1,484                          1,680
    Total assets                                   $ 25,411                       $ 22,450

LIABILITIES
Savings, money market and
  NOW accounts                                     $  7,428       140.3     1.89 %$  7,121      217.3     3.05 %
Time certificates of deposit
  of $100 thousand or more                              480        22.2     4.62       693       42.6     6.15
Domestic time deposits                                3,174       140.5     4.42     4,096      210.7     5.14
Foreign time deposits                                   173         5.1     2.97        76        2.5     3.30
    Total interest-bearing deposits                  11,255       308.1     2.74    11,986      473.1     3.95
Federal funds purchased and securities
  sold under agreements to repurchase                 6,380       195.0     3.06     3,667      126.2     3.44
Other borrowings                                        827        62.4     7.54       673       61.8     9.17
    Total other borrowings                            7,207       257.4     3.57     4,340      188.0     4.33
Notes and debentures                                    839        72.1     8.58       668       59.3     8.89
    Total interest-bearing liabilities               19,301       637.6     3.30    16,994      720.4     4.24
Demand deposits                                       4,274                          4,020
Other liabilities                                       240                            180
    Total liabilities                                23,815                         21,194
Shareholders' equity                                  1,596                          1,256
    Total liabilities and shareholders' equity     $ 25,411                       $ 22,450

Net interest income
  (tax-equivalent basis)                                          937.6     4.04                840.6     4.16
Less tax-equivalent adjustment                                    (13.0)                        (15.3)
Net interest income                                          $    924.6                     $   825.3



<PAGE>F-80                                                                  104
</TABLE>

<TABLE>

                                  1991                          1990                           1989
                      Average              Average  Average               Average  Average              Average
                      balance   Interest    rate    balance    Interest    rate    balance   Interest    rate

<S>                  <C>       <C>           <C>   <C>       <C>           <C>    <C>       <C>          <C>
*                    $ 14,215  $ 1,313.0     9.24 %$ 16,852  $  1,737.8    10.31 %$ 18,875  $ 2,123.4    11.25 %



*                         221       29.5    13.33       394        51.0    12.93       934      106.6    11.42

*                       4,805      431.1     8.97     3,549       331.8     9.35     3,519      330.5     9.39
*                          50        4.1     8.17       208        22.1    10.70     1,026      122.3    11.93
*                         222       19.2     8.67       233        22.4     9.64       304       29.7     9.74

*                          81        4.8     5.94       180        15.1     8.37        25        2.5     9.93

*                         543       32.1     5.92     1,583       130.0     8.21        54        5.6    10.48
*                          33        2.8     8.36        43         4.8    10.99        36        3.8    10.54
*                      20,170    1,836.6     9.11    23,042     2,315.0    10.05    24,773    2,724.4    11.00
*                      (1,022)                         (757)                          (293)
*                       1,603                         1,735                          1,717
*                       1,640                         1,441                          1,078
*                    $ 22,391                      $ 25,461                       $ 27,275



*                    $  7,002      356.2     5.09 %$  7,315       455.7     6.23 %$  6,657      434.4     6.52 %

*                       1,235      100.8     8.16     1,706       150.1     8.80     1,048       99.8     9.53
*                       4,989      349.1     7.00     5,855       486.2     8.31     5,653      488.6     8.64
*                          72        4.0     5.56       237        20.0     8.43       149       13.6     9.14
*                      13,298      810.1     6.09    15,113     1,112.0     7.36    13,507    1,036.4     7.67

*                       2,730      152.6     5.59     3,165       254.7     8.05     6,252      570.8     9.13
*                         598       53.4     8.93       956        85.9     8.98       764       63.4     8.29
*                       3,328      206.0     6.19     4,121       340.6     8.27     7,016      634.2     9.04
*                         669       60.5     9.04       687        63.1     9.18       714       66.3     9.29
*                      17,295    1,076.6     6.23    19,921     1,515.7     7.61    21,237    1,736.9     8.18
*                       3,813                         3,892                          4,030
*                         191                           254                            269
*                      21,299                        24,067                         25,536
*                       1,092                         1,394                          1,739
*                    $ 22,391                      $ 25,461                       $ 27,275


*                                  760.0     3.77                 799.3     3.47                987.5     3.99
*                                  (22.7)                         (39.8)                        (99.0)
*                              $   737.3                     $    759.5                     $   888.5


  *Captions continued from page F-80.
                                                                            105
<PAGE>F-81
</TABLE>

<TABLE>
                                SHAWMUT NATIONAL CORPORATION                                                EXHIBIT 12
                    COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
                       RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
                           PREFERRED STOCK DIVIDEND REQUIREMENTS

<CAPTION>

(in thousands)                                        Year ended December 31,
                                                        1993        1992        1991           1990           1989
EARNINGS
  Income (loss) before income taxes,
    extraordinary credit and
    <S>                                              <C>         <C>         <C>            <C>            <C>
    cumulative effect of accounting changes          $ 236,952   $  77,516   $   (169,114)  $   (127,304)  $   (219,679)
  Portion of rents representative
    of the interest factor                              15,852      16,937         18,268         18,831         20,841
  Interest on other borrowings                         257,411     187,987        206,038        340,650        634,175
  Interest on notes and debentures                      70,646      59,321         60,436         63,105         66,287
  Amortization of debt issuance cost                     1,394         594            618            578            563
Earnings including interest on deposits                582,255     342,355        116,246        295,860        502,187
  Interest on deposits                                 308,109     473,130        810,131      1,112,007      1,036,433
Earnings excluding interest on deposits              $ 890,364   $ 815,485   $    926,377   $  1,407,867   $  1,538,620

FIXED CHARGES
  Portion of rents representative
    of the interest factor                           $  15,852   $  16,937   $     18,268   $     18,831   $     20,841
  Interest on other borrowings                         257,411     187,987        206,038        340,650        634,175
  Interest on notes and debentures                      70,646      59,321         60,436         63,105         66,287
  Amortization of debt issuance cost                     1,394         594            618            578            563
Fixed charges excluding interest on deposits           345,303     264,839        285,360        423,164        721,866
  Interest on deposits                                 308,109     473,130        810,131      1,112,007      1,036,433
Fixed charges including interest on deposits         $ 653,412   $ 737,969   $  1,095,491   $  1,535,171   $  1,758,299

COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDEND
REQUIREMENTS
  Fixed charges excluding interest on deposits       $ 345,303   $ 264,839   $    285,360   $    423,164   $    721,866
  Preferred stock dividend requirements                 23,438      15,952          2,262          2,328          2,341
                                                     $ 368,741   $ 280,791   $    287,622   $    425,492   $    724,207

  Fixed charges including interest on deposits       $ 653,412   $ 737,969   $  1,095,491   $  1,535,171   $  1,758,299
  Preferred stock dividend requirements                 23,438      15,952          2,262          2,328          2,341
                                                     $ 676,850   $ 753,921   $  1,097,753   $  1,537,499   $  1,760,640

RATIOS
  Earnings to fixed charges
      Excluding interest on deposits                      1.69 x      1.29 x         0.41 x         0.70 x         0.70 x
      Including interest on deposits                      1.36        1.11           0.85           0.92           0.88
  Earnings to combined fixed charges and
    preferred stock dividend requirements
      Excluding interest on deposits                      1.58        1.22           0.41           0.70           0.70
      Including interest on deposits                      1.32        1.08           0.84           0.92           0.87
                                                                            106
</TABLE>



                                  EXHIBIT 21

                           SHAWMUT NATIONAL CORPORATION
                              PRINCIPAL SUBSIDIARIES
           ____________________________________________________________________

           Registrant                         Shawmut National Corporation
                                              (Delaware Corporation)

           Subsidiary, all of whose voting    Shawmut Service Corporation
            securities are owned by the       (Delaware Corporation)
            registrant:

           Subsidiary, all of whose voting    Hartford National Corporation
            securities are owned by Shawmut   (Delaware Corporation)
            Service Corporation:

           Subsidiary, all of whose voting    Shawmut Corporation
            securities are owned by           (Massachusetts Corporation)
            Hartford National Corporation
            and Shawmut Service Corporation:

           Subsidiary, all of whose voting    Shawmut Bank Connecticut, National
            securities are owned by Hartford   Association (United States
            National Corporation:              Corporation doing business in
                                               Rhode Island as Shawmut Bank)

           Subsidiary, all of whose voting    Shawmut Bank, National Association
            securities are owned by Hartford   (United States Corporation)
            National Corporation and Shawmut
            Corporation:

           Nonbank Subsidiaries

           Subsidiary, all of whose voting    Shawmut Brokerage, Inc.
            shares are owned by Shawmut       (Connecticut Corporation)
            Bank Connecticut, National
            Association:

           Subsidiary, all of whose voting    Shawmut Mortgage Company
            shares are owned by Shawmut       (Connecticut Corporation)
            Bank Connecticut, National
            Association:

           Subsidiary, all of whose voting    Shawmut Investment Advisers, Inc.
            shares are owned by Shawmut       (Massachusetts Corporation)
            Corporation:

           Subsidiary, all of whose voting    Shawmut National Trust Company
            shares are owned by Hartford      (United States Corporation)
            National Corporation:

           Subsidiary, all of whose voting    Shawmut Trust Company
            shares are owned by Hartford      (New York Trust Company)
            National Corporation:

                                     *  *  *
                                                                            107



                        Consent of Independent Accountants




            We hereby consent to the incorporation by reference in the
            prospectuses constituting part of the Registration
            Statements on Form S-8 (Nos. 33-17765-02 and 33-20387) and
            Form S-3 (Nos. 33-50710 and 33-50708) of our report dated
            January 19, 1994 appearing on page F-3 of Shawmut National
            Corporation's Annual Report on Form 10-K for the year ended
            December 31, 1993.




            (Price Waterhouse)


            Hartford, CT
            March 1, 1994


                                                                            108



                                                                   EXHIBIT 99.2




           SHAWMUT                                 777 Main Street
           NATIONAL                                Hartford, Connecticut  06115
           CORPORATION                             One Federal Street
                                                   Boston, Massachusetts  02211

           Contact:
             Brent S. Di Giorgio  FOR IMMEDIATE RELEASE  Laurie Norris
             Shawmut National Corp.                      Northeast Savings, F.A.
             (203) 240-7632                              (203) 280-1043

              SHAWMUT NATIONAL TO PURCHASE 10 BRANCHES OF NORTHEAST SAVINGS

           HARTFORD, Conn. and BOSTON, Mass., February 10, 1994 -- Shawmut
           National Corporation (NYSE:SNC) and Northeast Federal Corp.
           (NYSE: NSB) announced today the signing of a definitive agreement
           for the acquisition by Shawmut of 10 Northeast Savings branches
           located in Eastern Massachusetts and in Rhode Island.  Five of
           the branches to be purchased are in Massachusetts and five are in
           Rhode Island.

           Deposits held in these branches totaled approximately $427
           million as of December 31, 1993.  Shawmut will pay a premium of 3
           percent to Northeast Savings for deposits on hand in these
           branches at the time of closing.  The transaction is expected  to
           close by the end of the second quarter of 1994 and is subject to
           regulatory approval.

           "These branches will strengthen Shawmut's franchise in key
           markets and will add significantly to our  deposit base,"  said
           Joel B. Alvord, chairman and chief executive officer of Shawmut
           National Corporation.  The acquisitions will add approximately
           $279 million to Shawmut's deposit base in Massachusetts and $148
           million to Shawmut's deposit base in Rhode Island.

                                        -more-

<PAGE>                                                                      109

           Shawmut Acquires 10 Northeast Branches
           Page Two

           "Customers in these branches will benefit from this purchase as
           they will have available to them a broader array of products,
           like mutual funds, business loans, and trust services, as well as
           the convenience of banking at an extensive New England branch
           network and use of a 24-hour information service,
           1-800-SHAWMUT," Alvord added.

           Kirk W. Walters, president and chief executive officer of
           Northeast Federal Corp., said , "Our sale of the 10 branches
           strengthens our financial position and should enhance our
           profitability.  The sale will also permit Northeast to focus its
           resources on four significant  markets:  the capital region of
           New York State;  Hartford , Connecticut; and Springfield and
           Worcester, Massachusetts."  When the transaction is finalized,
           Northeast will operate 38 branches, 32 of which are in those
           markets.

           Walters said the agreement announced today represents a "win,
           win" situation for both companies as well as the customers of the
           10 branches.  "For Northeast, the opportunity to target areas of
           strongest potential is consistent with the company's overall
           strategic plan.  Our  focus continues to be on originating
           residential mortgage loans and gathering retail deposits through
           our branch network.  The customers will benefit from Shawmut's
           extensive branch network and small business related services."

                                        -more-

<PAGE>                                                                      110

           Shawmut Acquires 10 Northeast Branches
           Page Three

           The branches Shawmut will acquire from Northeast in Massachusetts
           are located in Boston, Newtonville, Watertown, Randolph and
           Stounghton.  In Rhode Island, the branches to be acquired are
           located in East Providence, North Providence, Warwick and
           Cranston (2).

           Shawmut National Corporation is a $27 billion banking company
           serving the financial  needs of business, consumers and
           institutions through 276 branches in Connecticut, Massachusetts
           and Rhode Island.  It also provides financial services to
           corporate customers, correspondent banks and government units
           throughout New England and in select national markets.

           Northeast Savings is one of the largest thrift institutions based
           in New England, with 160 years of continuous service to its
           customers.  After the completion of this transaction, Northeast
           Savings will have branches in New York, Connecticut,
           Massachusetts, and Southern California.

                                         -30-
                                                                            111



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