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SHAWMUT NATIONAL AGREES TO ACQUIRE NEW DARTMOUTH BANK IN TRANSACTION VALUED AT $143 MILLION

 HARTFORD, Conn., and BOSTON, March 24 /PRNewswire/ -- Shawmut National Corporation (NYSE: SNC) said that it had signed a definitive agreement to acquire New Dartmouth Bank of Manchester, New Hampshire, for about $143 million in an exchange of commonstock.
 Under the agreement, each share of New Dartmouth common stock will be exchanged for Shawmut National common stock having a value of $310. The number of shares to be received by New Dartmouth shareholders is subject to adjustment, within a 15 percent collar around an exchange ratio of 13.19 Shawmut shares for each share of New Dartmouth, to preserve the value delivered to New Dartmouth holders. As part of the transaction, Shawmut National will acquire loan loss protections provided to New Dartmouth by the FDIC through October, 1994.
 Joel B. Alvord, chairman and chief executive officer of Shawmut, said, "By acquiring this institution with the number two market-share in New Hampshire, we are gaining a natural extension of our franchise in the Greater Boston market. Shawmut shareholders will see the benefits immediately. New Dartmouth is expected to increase our earnings per share in the fourth quarter. We expect our earnings per share will rise by 5 percent in 1994. Lastly, in terms of asset quality, New Dartmouth is a 'clean' bank that has been well-managed since it was created in 1991."
 Alvord added, "For New Dartmouth customers, we will bring an added dimension of banking services, including business loans, trust services and investment products. We are the number one mortgage originator in New England and a leader in small business lending. We expect to be a leader in these activities in New Hampshire as well. We will be creating new jobs for New Hampshire in commercial lending, investment services and credit administration."
 Robert P. Keller, president and chief executive officer of New Dartmouth, said, "Shawmut, with its financial strength and customer orientation, will enable us to deliver the broader array of products and services while preserving our strong community relationships."
 New Dartmouth, which is not publicly traded, has $1.7 billion in assets and 37 branches in 27 communities, primarily in southeastern New Hampshire. New Dartmouth earned $20.5 million, or 41.5 percent on common equity and 1.18 percent on average assets, for the fiscal year ending September 30, 1992.
 The purchase price represents seven times New Dartmouth's earnings and 187 percent of New Dartmouth's estimated book value of $76.5 million on June 30, 1993. The transaction, which will be accounted for as a pooling of interests, is expected to close in the third quarter, subject to approvals from New Dartmouth shareholders and regulators.
 In connection with the transaction, New Dartmouth is issuing an option to Shawmut to acquire up to 14.9 percent of New Dartmouth's common stock under certain conditions. Members of New Dartmouth's board of directors owning about 47 percent of the outstanding shares have agreed to vote in favor of the transaction.
 New Dartmouth, based in Manchester, was formed in October, 1991, in an FDIC-assisted transaction that involved three failed New Hampshire banks. In June, 1992, New Dartmouth purchased a fourth bank in an FDIC- assisted transaction.
 Shawmut National has $25.3 billion in assets and more than 300 branches in Connecticut, Massachusetts and Rhode Island. ShawmutNational is a leading provider of financial services to consumers and small-to medium-sized businesses in the region. It also provides financial services to corporate customers, correspondent banks, and governmental units in New England and select nationalmarkets.
 -0- 3/24/93
 /CONTACT: Robert L. Guenther, 203-728-4872 or Thomas R. Rice 203-240-1267/
 (SNC)


CO: Shawmut National Bank ST: Connecticut IN: FIN SU: TNM

TM -- NE004 -- 8963 03/24/93 08:37 EST
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Date:Mar 24, 1993
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