EXHIBIT 3.1

                                HANNAFORD BROS. CO.

                        CONFORMED ARTICLES OF INCORPORATION

Note: These conformed Articles of Incorporation have been prepared based on
      the Certificate of Organization of Hannaford Bros. Co. and all
      amendments thereto filed with the Maine Secretary of State, to
      which reference is made for the complete text of Hannaford Bros. Co.'s
      Articles of Incorporation as currently in effect.


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                                     STATE OF MAINE
                                          ------

                      CERTIFICATE OF ORGANIZATION OF A CORPORATION,
                                 UNDER THE GENERAL LAW
                                          ------

The undersigned,  officers of a corporation organized at Portland, in the County
of Cumberland and State of Maine, at a meeting of the signers of the articles of
agreement  therefor,  duly called and held at No. 166 Commercial  Street, in the
City of Portland  aforesaid on Thursday the Eleventh day of December A. D. 1902,
hereby certify as follows:

The name of said corporation is Hannaford Bros. Co.

The purposes of said corporation are to carry on the business of buying, selling
and dealing in fruit,  produce,  and goods,  wares and merchandise of every name
and nature with full power to own,  buy,  sell and acquire all kinds of property
necessary  or  convenient  for  carrying  out  any  of the  purposes  aforesaid,
including stocks and bonds of other parties or  corporations,  and to do any and
all things which may be necessary or convenient for carrying out said purposes.

The amount of capital stock is $50,000.

The amount of capital stock already paid in is Nothing.

The par value of the shares is one hundred dollars.

The names and residences of the owners of said shares are as follows:

     Names.              Residence.          No. of Shares.

Howard C. Hannaford      Portland, Maine          One
Edward W. Hannaford      Portland, Maine          One
Phillip E. Hannaford     Portland, Maine          One
Charles Collins          Portland, Maine          One
Wallace J. Shaw          Portland, Maine          One
William L. Keith         South Portland, Maine    One

Balance of stock, to wit 494 shares in Treasury unissued and unsubscribed for.

Said corporation is located at Portland in the County of Cumberland.  The number
of  directors  is five and  their  names  are  Howard  C.  Hannaford,  Edward W.
Hannaford, Phillip E. Hannaford, Wallace J. Shaw and William L. Keith. The

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name of the clerk is Charles Collins and his residence is Portland,  Maine.  The
undersigned, Howard C. Hannaford is president; the undersigned,  Charles Collins
is treasurer;  and the  undersigned,  Howard C. Hannaford,  Edward W. Hannaford,
Phillip E. Hannaford, Wallace J. Shaw and William L. Keith are a majority of and
all of the directors of said corporation.
     Witness our hands this eleventh day of December A. D. 1902.

                              /s/ Howard C. Hannaford
                                  President

                              /s/ Charles Collins            Treasurer          
                                          

                              /s/ Howard C. Hannaford      }

                              /s/ Edward W. Hannaford      }

                              /s/ William L. Keith         }  Directors.

                              /s/ Phillip E. Hannaford     }

                              /s/ Wallace J. Shaw          }

Cumberland, ss.               Dec. 11   A. D. 1902.

Then personally  appeared Howard C. Hannaford,  Edward W. Hannaford,  Phillip E.
Hannaford,  Wallace  J. Shaw and  William  L.  Keith  and  Charles  Collins  and
severally made oath to the foregoing certificate, that the same is true.

     Before me,

     /s/ Albert S. Woodman Justice of the Peace.
                                                       ------

                                                   State of Maine
                                                       ------

          Attorney General's office, Dec. 12th A. D. 1902.

I hereby certify that I have examined the foregoing certificate, and the same is
properly drawn and signed,  and is conformable to the  constitution  and laws of
the State.

          /s/ Geo. M. Seiders Attorney General.
          ------

           COPY.

  (Name of Corporation.)

    Hannaford Bros. Co.
          ------

Cumberland, ss.

   Registry of Deeds

Received December 12, 1902
at 2 h. 10 m. P. M.
Recorded in Vol. 25 Page 214

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Attest:
/s/ Norman True ....... Register
A true copy of record.
Attest:
/s/ Norman True ....... Register
          ------

      STATE OF MAINE
          ------

Office of Secretary of State
   Augusta, Dec. 13, 1902
Received and filed this day.
Attest:
/s/ Byron Boyd Secretary of State
 Recorded in Vol. 41 Page 229

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                           OTHER    PROVISIONS   OF   THE   ARTICLES   OF
                           INCORPORATION  [established  by Articles of Amendment
                           filed on the dates noted]


PURPOSES
  The  purposes  of said  corporation  are to carry on the  business  of buying,
selling and dealing in fruit, produce, and goods, wares and merchandise of every
name and  nature  with full power to own,  buy,  sell and  acquire  all kinds of
property necessary or convenient for carrying out any of the purposes aforesaid,
including  stocks and bonds of other parties or  corporations  and to do any and
all things which may be necessary or convenient for carrying out said purposes.
  To purchase,  acquire, hold, improve, demolish,  abandon, assign, sell, lease,
rent and/or license the use of real estate,  fixtures,  personal property and/or
rights of every nature and description;  to mortgage, pledge and/or encumber the
same; to erect, manage,  maintain,  alter and/or demolish buildings and/or other
structures and improvements thereon.
  To do or transact at any time any other lawful business anywhere.
  To permit the  subscribers  for and/or the  purchasers of the capital stock of
this  Corporation,  whether same be original or subsequent issue and/or treasury
stock, to purchase the same and to be credited for the full payment for the same
by tender of cash and/or property, whether the same be real, personal, tangible,
intangible or mixed.
  To nominate,  permit the  qualification  of and elect  persons to its Board of
Directors without requiring such persons to own any of the capital stock of this
Corporation  in  order  to  qualify  as and be  elected  as a  Director  of this
Corporation.
  To  permit  this  Corporation  to  purchase  and/or   otherwise   acquire  the
outstanding  shares of its capital stock,  and upon acquisition of same, to hold
the same as treasury stock and/or to retire the same.
  To permit this  Corporation to provide in its By-Laws for the  indemnification
by this  Corporation  of its  Directors  and Officers  against  liabilities  and
expenses  incurred  by them or any of them by reason  of being or having  been a
Director or Officer of this Corporation.
  To permit this  Corporation  to  guarantee to others the payment of and/or the
performance  of the debts,  obligations  or covenants  of any of the  subsidiary
corporations  and/or  affiliate   corporations  of  this  Corporation,   or  its
stockholders;   and/or   any  other   corporation,   partnership   and/or   sole
proprietorship  in which this  Corporation  shall have an interest,  or of which
this  Corporation  shall be a  supplier,  customer,  debtor,  creditor,  lessor,
lessee, landlord, tenant, agent, principal, and/or party to covenant or

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indenture;  excepting  however,  that this  power to so  guarantee  shall not be
construed to permit or authorize this Corporation to engage in the business of a
commercial surety or a commercial bonding company.
  Provided  however,  that  nothing  herein  contained  shall  be  construed  to
authorize the corporation to transact business in any other state,  territory or
country,  contrary to the  provisions of the laws  thereof,  and that nothing in
these purposes and powers shall be construed to give the Corporation any rights,
powers  or  privileges  not  permitted  by the  Laws of the  State  of  Maine to
corporations  organized  under  Section  71 of  Title  13 of the  Maine  Revised
Statutes, and acts amendatory thereto.
                               

DIRECTORS AND CLASSIFIED BOARD
  The business of the  Corporation  shall be managed and conducted by a Board of
not less than seven (7) nor more than eighteen (18)  Directors,  as from time to
time may be determined by resolution of the Shareholders or by resolution of the
Directors.  In addition to their other powers to fill  vacancies,  the Directors
may fill any newly created directorships which they may have created.
  The Board of Directors  shall be divided into three classes as nearly equal in
number as may be, with the term of office of one class  expiring each year,  and
at the Annual  Meeting of  Shareholders  in 1978,  Directors  of the first class
shall be  elected  to hold  office for a term  expiring  at the next  succeeding
annual  meeting;  Directors  of the second class shall be elected to hold office
for a term expiring at the second  succeeding  annual meeting;  and Directors of
the third  class shall be elected  for a term  expiring at the third  succeeding
annual  meeting.  At  each  Annual  Meeting  of  Shareholders  after  1978,  the
successors  to the class of  Directors  whose terms  shall then expire  shall be
elected  to hold  office  for a term  expiring  at the third  succeeding  annual
meeting,  except that no Director shall stand for reelection  after reaching the
age of 70,  and the term of a Director  who  attains  the age of 70 years  shall
terminate at the Annual Meeting of Shareholders following his 70th birthday.
  In addition to any vote  required  by law or by any other  provision  of these
Articles of Incorporation, the affirmative vote of the holders of 66-2/3% of all
votes entitled to be cast by all  outstanding  shares of all classes of stock of
the Corporation  entitled to vote in elections of Directors,  considered for the
purposes  of this  provision  as one  class,  shall be  required  to amend  this
provision or to remove Directors.
[per Articles of Amendment filed May 11, 1978]


CAPITAL STOCK.
1.  AUTHORIZED STOCK.
  The authorized capital stock of the Corporation shall be as follows:
  (A) There  shall be a class of Common  Stock  consisting  of one  hundred  ten
million  (110,000,000)  shares having a par value of seventy-five  cents ($0.75)
per share.
  (B)  There  shall be a class of  Preferred  Stock  consisting  of two  million
(2,000,000)  shares without par value,  which class shall be designated  Class A
Serial Preferred Stock.
  (C) There  shall be a class of  Preferred  Stock  consisting  of  twenty-eight
million  (28,000,000)  shares  having a par value of one cent ($0.01) per share,
which class shall be designated Class B Serial Preferred Stock.
  The aggregate par value of all  authorized  shares of all classes having a par
value is eighty-two million seven hundred eighty thousand dollars ($82,780,000).
[per Articles of Amendment filed June 22, 1992]

2.  AUTHORITY  OF BOARD OF DIRECTORS  TO FIX AND  DETERMINE  SERIES OF PREFERRED
    STOCK.

<PAGE>


  The Board of  Directors  shall  have the  authority,  to the  extent  that the
Articles have not  established  series and fixed and determined the variation in
the relative rights and  preferences as between series,  to divide any or all of
the Serial  Preferred  Stock into one or more series,  to fix and  determine the
relative rights and preferences of the shares of any series so established,  and
to  authorize  from  time to time the  issuance  of all or any part of the stock
included  in any such  series  for such  consideration  as the  Directors  shall
determine.

  If the shares of Serial Preferred Stock are to be issued in series,  then each
series shall be so  designated  as to  distinguish  the shares  thereof from the
shares of all other  series.  All shares of the same series shall be  identical.
Any or all of the series of Serial  Preferred  Stock and the  variations  in the
relative rights and preferences as between  different  series shall be fixed and
determined  by the Board of  Directors  at the time the  issuance  of any series
thereof is authorized. Shares of any series of Serial Preferred Stock which have
been redeemed shall have the status of authorized but unissued Serial  Preferred
Stock of that series and may be reissued by the Board of  Directors as shares of
the same series, if authorized by the resolution authorizing such series, or any
other series.
  All  shares of Serial  Preferred  Stock  shall be  identical  except as to the
following  relative rights and preferences,  as to which there may be variations
between different series:
  (A) The number of shares to constitute such series and the distinctive  serial
  designation thereof. (B) The rate or rates of dividend,  whether dividends are
  to be cumulative, and the terms and conditions thereof. (C) Whether shares may
  be redeemed,  and, if so, the redemption price and the terms and conditions of
  redemption.  (D) The  amount  payable  upon  shares in event of  voluntary  or
  involuntary  liquidation.  (E)  Sinking  fund  provisions,  if  any,  for  the
  redemption or purchase of shares.
  (F) The terms and  conditions,  if any, on which shares may be converted.  (G)
  The voting rights, if any.
[per Articles of Amendment filed June 6, 1985]


NO PREEMPTIVE RIGHTS There are no preemptive rights.
[per  Articles  of  Amendment  filed  June  6,  1985  and  Section  2.4  of  the
Corporation's former bylaws]


AUTHORITY TO ISSUE CONVERTIBLE BONDS, DEBENTURES,
NOTES AND OTHER EVIDENCES OF INDEBTEDNESS
  The  Corporation  may issue  bonds,  debentures,  notes or other  evidences of
indebtedness  bearing  such  terms  as the  Board  of  Directors  shall  fix and
determine. Any such bonds, debentures,  notes or other evidences of indebtedness
may, without limitation,  be convertible into other bonds, debentures,  notes or
evidences  of  indebtedness  or  into  shares  of  any  class  of  stock  of the
Corporation,  within  such  periods  and upon  such  conditions  as the Board of
Directors shall fix and determine.
[per Articles of Amendment filed May 20, 1987]


AMENDED AND RESTATED RESOLUTION ESTABLISHING
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
  RESOLVED,  that pursuant to the authority  vested in the Board of Directors of
the Company in accordance with the provisions of its Articles of  Incorporation,
a series of Preferred Stock of the Company be, and hereby is,

<PAGE>


created  and that the  designation  and amount  thereof  and the voting  powers,
preferences and relative, participating, optional or other special rights of the
shares of such  series,  and the  qualifications,  limitations  or  restrictions
thereof are as follows:
  SECTION  1.  DESIGNATION  AND  AMOUNT.  The  shares  of such  series  shall be
designated  as "Series A Junior  Participating  Preferred  Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting  such series  shall be
2,000,000.
  SECTION 2.  DIVIDENDS AND DISTRIBUTIONS.
     (A) Subject to the  provisions for adjustment  hereinafter  set forth,  the
holders of shares of Series A  Preferred  Stock  shall be  entitled  to receive,
when,  as and if  declared  by the  Board  of  Directors  out of  funds  legally
available for the purpose, (i) cash dividends in an amount per share (rounded to
the nearest  cent) equal to 100 times the aggregate per share amount of all cash
dividends  declared or paid on the Common Stock,  $0.75 par value per share,  of
the Company (the "Common  Stock") and (ii) a  preferential  cash  dividend  (the
"preferential Dividends"), if any, on the first day of February, May, August and
November of each year (each a "Quarterly Dividend Payment Date"),  commencing on
the first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred  Stock,  in an amount  equal to $13.50
per  share of Series A  Preferred  Stock  less the per share  amount of all cash
dividends  declared  on the Series A Preferred  Stock  pursuant to clause (i) of
this sentence since the immediately  preceding  Quarterly  Dividend Payment Date
or, with respect to the first Quarterly  Dividend  Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock. In the
event the Company shall, at any time after the issuance of any share or fraction
of a share of Series A Preferred  Stock,  make any distribution on the shares of
Common Stock of the Company,  whether by way of a dividend or a reclassification
of stock,  a  recapitalization,  reorganization  or partial  liquidation  of the
Company  or  otherwise,  which is  payable  in cash or any debt  security,  debt
instrument,  real or personal  property or any other  property  (other than cash
dividends  subject to the  immediately  preceding  sentence,  a distribution  of
shares of Common Stock or other capital  stock of the Company or a  distribution
of rights or warrants to acquire any such  share,  including  any debt  security
convertible  into or  exchangeable  for any such share, at a price less than the
Fair Market Value of such share),  then and in each such event the Company shall
simultaneously pay on each then outstanding share of Series A Preferred Stock of
the Company a distribution, in like kind, of 100 times such distribution paid on
a share of Common Stock (subject to the  provisions  for adjustment  hereinafter
set forth).  The dividends and  distributions on the Series A Preferred Stock to
which holders thereof are entitled  pursuant to clause (i) of the first sentence
of this  paragraph  and pursuant to the second  sentence of this  paragraph  are
hereinafter  referred to as  "Participating  Dividends" and the multiple of such
cash and non-cash  dividends on the Common Stock applicable to the determination
of the  Participating  Dividends,  which  shall be 100  initially  but  shall be
adjusted from time to time as hereinafter  provided,  is hereinafter referred to
as the  "Dividend  Multiple".  In the event the Company  shall at any time after
February 4, 1998 declare or pay any dividend or make any  distribution on Common
Stock payable in shares of Common Stock,  or effect a subdivision  or split or a
combination,  consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser  number of shares of Common  Stock,  then in each
such case the Dividend  Multiple  thereafter  applicable to the determination of
the  amount  of  Participating  Dividends  which  holders  of shares of Series A
Preferred  Stock  shall be entitled to receive  shall be the  Dividend  Multiple
applicable  immediately  prior  to  such  event  multiplied  by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.
     (B) The Company shall declare each Participating Dividend at the same

<PAGE>


time it declares  any cash or non-cash  dividend or  distribution  on the Common
Stock in respect of which a  Participating  Dividend is required to be paid.  No
cash or non-cash  dividend  or  distribution  on the Common  Stock in respect of
which a Participating Dividend is required to be paid shall be paid or set aside
for payment on the Common  Stock unless a  Participating  Dividend in respect of
such dividend or distribution on the Common Stock shall be simultaneously  paid,
or set aside for payment, on the Series A Preferred Stock.
     (C) Preferential  Dividends shall begin to accrue on outstanding  shares of
Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding
the date of  issuance  of any shares of Series A  Preferred  Stock.  Accrued but
unpaid  Preferential  Dividends  shall  cumulate  but shall  not bear  interest.
Preferential  Dividends  paid on the  shares of Series A  Preferred  Stock in an
amount  less than the total  amount of such  dividends  at the time  accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.
SECTION 3. VOTING  RIGHTS.  The  holders of shares of Series A  Preferred  Stock
shall have the  following  voting  rights:  (A)  Subject to the  provisions  for
adjustment  hereinafter set forth,  each share of Series A Preferred Stock shall
entitle the holder  thereof to 100 votes on all matters  submitted  to a vote of
the
stockholders  of the  Company.  The  number of votes  which a holder of Series A
Preferred  Stock is entitled to cast,  as the same may be adjusted  from time to
time as hereinafter provided, is hereinafter referred to as the "Vote Multiple".
In the event the Company shall at any time after February 4, 1998 declare or pay
any  dividend on Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision  or split or a  combination,  consolidation  or reverse split of the
outstanding  shares of Common Stock into a greater or lesser number of shares of
Common Stock, then in each such case the Vote Multiple thereafter  applicable to
the determination of the number of votes per share to which holders of shares of
Series A Preferred  Stock  shall be entitled  after such event shall be the Vote
Multiple  immediately prior to such event multiplied by a fraction the numerator
of which is the number of shares of Common Stock  outstanding  immediately after
such event and the  denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
       (B) Except as otherwise provided herein, in the Articles of Incorporation
or By-laws, the holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Company.
       (C) In the event that the Preferential  Dividends accrued on the Series A
Preferred Stock for four or more quarterly dividend periods, whether consecutive
or not,  shall not have been  declared  and paid or set apart for  payment,  the
holders of record of Preferred Stock of the Company of all series (including the
Series A Preferred Stock),  other than any series in respect of which such right
is  expressly  withheld by the  Articles  of  Incorporation  or the  authorizing
resolutions included in the Certificate of Designations therefor, shall have the
right, at the next meeting of stockholders called for the election of directors,
to elect two  members to the Board of  Directors,  which  directors  shall be in
addition  to the number  required by the Bylaws  prior to such  event,  to serve
until the next  Annual  Meeting  and until  their  successors  are  elected  and
qualified or their  earlier  resignation,  removal or  incapacity  or until such
earlier  time  as  all  accrued  and  unpaid  Preferential  Dividends  upon  the
outstanding  shares of Series A  Preferred  Stock  shall  have been paid (or set
aside for  payment) in full.  The holders of shares of Series A Preferred  Stock
shall  continue  to have  the  right  to  elect  directors  as  provided  by the
immediately  preceding  sentence  until  all  accrued  and  unpaid  Preferential
Dividends  upon the  outstanding  shares of Series A Preferred  Stock shall have
been paid (or set aside for payment) in full.  Such directors may be removed and
replaced by such stockholders, and vacancies in such directorships may be filled
only  by  such  stockholders  (or by the  remaining  director  elected  by  such
stockholders, if there be one) in the manner

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permitted by law; provided,  however, that any such action by stockholders shall
be taken at a meeting of stockholders  and shall not be taken by written consent
thereto.
       (D)  Except as  otherwise  required  by the  Articles  of  Incorporation,
By-laws, or applicable law or as set forth herein, holders of Series A Preferred
Stock  shall  have no  special  voting  rights  and their  consent  shall not be
required  (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for the taking of any corporate action.
  SECTION 4.  CERTAIN  RESTRICTIONS.  (A)  Whenever  Preferential  Dividends  or
Participating  Dividends  are in arrears or the  Company  shall be in default of
payment  thereof,  thereafter  and until all  accrued  and  unpaid  Preferential
Dividends and  Participating  Dividends,  whether or not declared,  on shares of
Series A  Preferred  Stock  outstanding  shall  have  been paid or set aside for
payment in full, and in addition to any and all other rights which any holder of
shares of Series A Preferred Stock may have in such  circumstances,  the Company
shall not
          (i) declare or pay dividends on, make any other  distributions  on, or
redeem or purchase or otherwise acquire for  consideration,  any shares of stock
ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Series A Preferred Stock;
          (ii) declare or pay  dividends on or make any other  distributions  on
any  shares of stock  ranking  on a parity  as to  dividends  with the  Series A
Preferred  Stock,  unless  dividends  are paid ratably on the Series A Preferred
Stock and all such parity stock on which  dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled if the full dividends accrued thereon were to be paid;
          (iii) except as permitted by subparagraph (iv) of this paragraph 4(A),
redeem or purchase or otherwise  acquire for  consideration  shares of any stock
ranking on a parity (either as to dividends or upon liquidation,  dissolution or
winding up) with the Series A Preferred Stock,  provided that the Company may at
any time redeem,  purchase or otherwise  acquire shares of any such parity stock
in exchange  for shares of any stock of the Company  ranking  junior (both as to
dividends  and upon  liquidation,  dissolution  or  winding  up) to the Series A
Preferred Stock; or
          (iv)  purchase or otherwise  acquire for  consideration  any shares of
Series A Preferred  Stock,  or any shares of stock  ranking on a parity with the
Series  A  Preferred  Stock  (either  as  to  dividends  or  upon   liquidation,
dissolution or winding up),  except in accordance  with a purchase offer made to
all  holders of such  shares  upon such terms as the Board of  Directors,  after
consideration of the respective  annual dividend rates and other relative rights
and  preferences of the respective  series and classes,  shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.
     (B) The Company shall not permit any Subsidiary (as hereinafter defined) of
the Company to purchase or  otherwise  acquire for  consideration  any shares of
stock of the  Company  unless the Company  could,  under  paragraph  (A) of this
Section 4,  purchase or  otherwise  acquire such shares at such time and in such
manner. A "Subsidiary" of the Company shall mean any corporation or other entity
of which  securities or other ownership  interests  having ordinary voting power
sufficient  to elect a  majority  of the  board of  directors  or other  persons
performing similar functions are beneficially owned, directly or indirectly,  by
the Company or by any  corporation or other entity that is otherwise  controlled
by the Company.
     (C) The  Company  shall not issue any  shares of Series A  Preferred  Stock
except upon exercise of Rights issued pursuant to that certain Rights  Agreement
dated as of December 16, 1997 between the Company and Continental Stock Transfer
& Trust Company, a copy of which is on file with the Secretary of the Company at
its principal  executive  office and shall be made available to  stockholders of
record without charge upon written request therefor addressed to said Secretary.
Notwithstanding  the foregoing  sentence,  nothing  contained in the  provisions
hereof shall prohibit or restrict the Company from

<PAGE>


issuing for any purpose any series of Preferred Stock with rights and privileges
similar to,  different  from, or greater  than,  those of the Series A Preferred
Stock.
  SECTION 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock purchased
or otherwise  acquired by the Company in any manner  whatsoever shall be retired
promptly after the acquisition  thereof.  All such shares upon their  retirement
shall be restored to the status of authorized  but unissued  shares of Preferred
Stock, without designation as to series, and such shares may be reissued as part
of a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors.
  SECTION 6.  LIQUIDATION,  DISSOLUTION  OR WINDING  UP. Upon any  voluntary  or
involuntary   liquidation,   dissolution  or  winding  up  of  the  Company,  no
distribution  shall be made (i) to the holders of shares of stock ranking junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series A  Preferred  Stock  unless the  holders of shares of Series A  Preferred
Stock  shall have  received,  with  respect to each share of Series A  Preferred
Stock, subject to adjustment as hereinafter provided,  (A) $6,000 plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
declared,  to the  date of such  payment,  or (B) if  greater  than  the  amount
specified in clause  (i)(A) of this  sentence,  an amount equal to 100 times the
aggregate  amount to be distributed per share to holders of Common Stock, as the
same may be adjusted as hereinafter  provided,  and (ii) to the holders of stock
ranking on a parity upon liquidation,  dissolution or winding up with the Series
A  Preferred  Stock,  unless  simultaneously  therewith  distributions  are made
ratably  on the Series A  Preferred  Stock and all other  shares of such  parity
stock in  proportion  to the total  amounts  to which the  holders  of shares of
Series A Preferred  Stock are entitled  under clause (i)(A) of this sentence and
to which the holders of such parity shares are entitled,  in each case upon such
liquidation,  dissolution or winding up. The amount to which holders of Series A
Preferred Stock may be entitled upon  liquidation,  dissolution or winding up of
the Company  pursuant to clause (i)(B) of the foregoing  sentence is hereinafter
referred to as the  "Participating  Liquidation  Amount" and the multiple of the
amount  to be  distributed  to  holders  of  shares  of  Common  Stock  upon the
liquidation,  dissolution  or winding up of the Company  applicable  pursuant to
said clause to the  determination of the  Participating  Liquidation  Amount, as
said  multiple may be adjusted  from time to time as  hereinafter  provided,  is
hereinafter referred to as the "Liquidation  Multiple". In the event the company
shall at any time after  February 4, 1998  declare or pay any dividend on Common
Stock payable in shares of Common Stock,  or effect a subdivision  or split or a
combination,  consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser  number of shares of Common  Stock,  then in each
such case the Liquidation Multiple thereafter applicable to the determination of
the  Participating  Liquidation  Amount to which  holders of Series A  Preferred
Stock  shall be  entitled  after such event  shall be the  Liquidation  Multiple
applicable  immediately  prior  to  such  event  multiplied  by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.
  SECTION 7.  CERTAIN RECLASSIFICATIONS AND OTHER EVENTS.
     (A) In the event  that  holders  of shares of Common  Stock of the  Company
receive  after  February 4, 1998 in respect of their  shares of Common Stock any
share of capital  stock of the Company  (other than any share of Common Stock of
the   Company),   whether   by   way  of   reclassification,   recapitalization,
reorganization,  dividend or other  distribution or otherwise (a "Transaction"),
then and in each such event the dividend  rights,  voting rights and rights upon
the  liquidation,  dissolution  or  winding  up of the  Company of the shares of
Series A Preferred  Stock shall be adjusted so that after such event the holders
of Series A  Preferred  Stock  shall be  entitled,  in  respect of each share of
Series A Preferred  Stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such

<PAGE>


adjustment,  to (i) such additional  dividends as equal the Dividend Multiple in
effect  immediately  prior  to such  Transaction  multiplied  by the  additional
dividends  which the  holder of a share of Common  Stock  shall be  entitled  to
receive by virtue of the receipt in the Transaction of such capital stock,  (ii)
such additional  voting rights as equal the Vote Multiple in effect  immediately
prior to such Transaction  multiplied by the additional  voting rights which the
holder of a share of Common  Stock shall be entitled to receive by virtue of the
receipt in the  Transaction  of such  capital  stock and (iii)  such  additional
distributions  upon  liquidation,  dissolution  or winding up of the  Company as
equal the Liquidation  Multiple in effect  immediately prior to such Transaction
multiplied by the additional  amount which the holder of a share of Common Stock
shall be entitled to receive upon liquidation,  dissolution or winding up of the
Company by virtue of the receipt in the  Transaction of such capital  stock,  as
the case may be, all as provided by the terms of such capital stock.
     (B) In the event  that  holders  of shares of Common  Stock of the  Company
receive  after  February 4, 1998 in respect of their  shares of Common Stock any
right or warrant to purchase  Common Stock  (including as such a right,  for all
purposes of this paragraph,  any security  convertible  into or exchangeable for
Common Stock) at a purchase  price per share less than the Fair Market Value (as
hereinafter  defined) of a share of Common Stock on the date of issuance of such
right or warrant, then and in each such event the dividend rights, voting rights
and rights upon the liquidation, dissolution or winding up of the Company of the
shares of Series A  Preferred  Stock  shall each be  adjusted so that after such
event the Dividend  Multiple,  the Vote  Multiple and the  Liquidation  Multiple
shall each be the product of the Dividend  Multiple,  the Vote  Multiple and the
Liquidation  Multiple,  as the case may be, in effect  immediately prior to such
event  multiplied  by a fraction  the  numerator of which shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights or
warrants  plus the  maximum  number of shares of  Common  Stock  which  could be
acquired  upon  exercise  in  full  of all  such  rights  or  warrants  and  the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately before such issuance of rights or warrants plus the number of shares
of Common Stock which could be purchased, at the Fair Market Value of the Common
Stock at the  time of such  issuance,  by the  maximum  aggregate  consideration
payable upon exercise in full of all such rights or warrants.
     (C) In the event  that  holders  of shares of Common  Stock of the  Company
receive  after  February 4, 1998 in respect of their  shares of Common Stock any
right or warrant to purchase  capital stock of the Company (other than shares of
Common Stock),  including as such a right,  for all purposes of this  paragraph,
any security  convertible  into or exchangeable for capital stock of the Company
(other  than  Common  Stock),  at a purchase  price per share less than the Fair
Market  Value of such  shares of capital  stock on the date of  issuance of such
right or warrant, then and in each such event the dividend rights, voting rights
and rights  upon  liquidation,  dissolution  or winding up of the Company of the
shares of Series A  Preferred  Stock  shall each be  adjusted so that after such
event each holder of a share of Series A Preferred  Stock shall be entitled,  in
respect of each share of Series A  Preferred  Stock  held,  in  addition to such
rights in respect thereof to which such holder was entitled immediately prior to
such  event,  to receive (i) such  additional  dividends  as equal the  Dividend
Multiple in effect  immediately  prior to such event  multiplied,  first, by the
additional  dividends  to which the holder of a share of Common  Stock  shall be
entitled  upon  exercise of such right or warrant by virtue of the capital stock
which could be acquired upon such exercise and multiplied  again by the Discount
Fraction (as  hereinafter  defined) and (ii) such  additional  voting  rights as
equal the Vote Multiple in effect  immediately  prior to such event  multiplied,
first, by the additional  voting rights to which the holder of a share of Common
Stock shall be entitled  upon exercise of such right or warrant by virtue of the
capital stock which could be acquired upon such exercise and multiplied again by
the Discount Fraction and (iii)

<PAGE>


such additional distributions upon liquidation, dissolution or winding up of the
Company as equal the Liquidation  Multiple in effect  immediately  prior to such
event multiplied, first, by the additional amount which the holder of a share of
Common  Stock shall be  entitled to receive  upon  liquidation,  dissolution  or
winding up of the  Company  upon  exercise of such right or warrant by virtue of
the capital  stock which could be acquired  upon such  exercise  and  multiplied
again by the Discount  Fraction.  For purposes of this paragraph,  the "Discount
Fraction"  shall be a fraction the  numerator  of which shall be the  difference
between the Fair Market Value of a share of the capital stock subject to a right
or warrant  distributed  to holders of shares of Common  Stock of the Company as
contemplated by this paragraph  immediately  after the distribution  thereof and
the purchase  price per share for such share of capital  stock  pursuant to such
right or warrant and the  denominator of which shall be the Fair Market Value of
a share of such capital stock  immediately  after the distribution of such right
or warrant.
     (D) For purposes of this  Section 7, the "Fair Market  Value" of a share of
capital  stock of the Company  (including  a share of Common  Stock) on any date
shall be deemed to be the average of the daily  closing  price per share thereof
over the 30  consecutive  Trading  Days (as such  term is  hereinafter  defined)
immediately prior to such date; provided,  however, that, in the event that such
Fair  Market  Value of any such share of capital  stock is  determined  during a
period  which  includes  any date that is within 30  Trading  Days after (i) the
ex-dividend  date for a dividend or  distribution  on stock payable in shares of
such stock or  securities  convertible  into shares of such  stock,  or (ii) the
effective date of any subdivision,  split, combination,  consolidation,  reverse
stock split or  reclassification of such stock, then, and in each such case, the
Fair Market Value shall be  appropriately  adjusted by the Board of Directors of
the Company to take into account ex-dividend or post-effective date trading. The
closing price for any day shall be the last sale price, regular way, or, in case
no such sale takes  place on such day,  the average of the closing bid and asked
prices,  regular way (in either case, as reported in the applicable  transaction
reporting system with respect to securities listed or admitted to trading on the
New York  Stock  Exchange),  or, if the shares  are not  listed or  admitted  to
trading  on  the  New  York  Stock  Exchange,  as  reported  in  the  applicable
transaction  reporting system with respect to securities listed on the principal
national  securities  exchange  on which the shares are  listed or  admitted  to
trading or, if the shares are not listed or admitted to trading on any  national
securities exchange,  the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers,  Inc. Automated Quotation System
("NASDAQ")  or such other  system then in use or, if on any such date the shares
are not quoted by any such  organization,  the  average of the  closing  bid and
asked prices as furnished by a professional  market maker making a market in the
shares selected by the Board of Directors of the Company. The term "Trading Day"
shall mean a day on which the principal  national  securities  exchange on which
the shares  are listed or  admitted  to trading is open for the  transaction  of
business or, if the shares are not listed or admitted to trading on any national
securities exchange, on which the New York Stock Exchange or such other national
securities  exchange as may be selected by the Board of Directors of the Company
is open.  If the shares are not publicly  held or not so listed or traded on any
day within the period of 30 Trading Days applicable to the determination of Fair
Market  Value  thereof as  aforesaid,  "Fair  Market  Value" shall mean the fair
market  value  thereof  per share as  determined  in good  faith by the Board of
Directors of the Company.  In either case referred to in the foregoing sentence,
the  determination  of Fair Market Value shall be described in a statement filed
with the Secretary of the Company.
  SECTION 8.  CONSOLIDATION,  MERGER,  ETC. In case the Company shall enter into
any consolidation,  merger, combination or other transaction in which the shares
of Common Stock are  exchanged  for or changed  into other stock or  securities,
cash and/or any other property, then in any such case each

<PAGE>


outstanding  share  of  Series A  Preferred  Stock  shall  at the  same  time be
similarly  exchanged  for  or  changed  into  the  aggregate  amount  of  stock,
securities,  cash and/or other property  (payable in like kind), as the case may
be, for which or into which each share of Common  Stock is changed or  exchanged
multiplied  by the highest of the Vote  Multiple,  the Dividend  Multiple or the
Liquidation Multiple in effect immediately prior to such event.
  SECTION  9.  EFFECTIVE TIME OF ADJUSTMENTS.
     (A)  Adjustments to the Series A Preferred Stock required by the provisions
hereof  shall be  effective  as of the time at which  the event  requiring  such
adjustments occurs.
     (B) The Company shall give prompt  written notice to each holder of a share
of Series A  Preferred  Stock of the  effect  of any  adjustment  to the  voting
rights, dividend rights or rights upon liquidation, dissolution or winding up of
the Company of such shares  required by the provisions  hereof.  Notwithstanding
the foregoing sentence, the failure of the Company to give such notice shall not
affect the  validity  of or the force or effect of or the  requirement  for such
adjustment.
  SECTION 10. NO REDEMPTION. The shares of Series A Preferred Stock shall not be
redeemable at the option of the Company or any holder  thereof.  Notwithstanding
the foregoing sentence of this Section, the Company may acquire shares of Series
A Preferred  Stock in any other manner  permitted by law, the provisions  hereof
and the Articles of Incorporation of the Company.
  SECTION  11.   RANKING.   Unless   otherwise   provided  in  the  Articles  of
Incorporation  of the Company or a  Certificate  of  Designations  relating to a
subsequent  series of  preferred  stock of the  Company,  the Series A Preferred
Stock shall rank junior to all other series of the Company's  Preferred Stock as
to the  payment of  dividends  and the  distribution  of assets on  liquidation,
dissolution or winding up and senior to the Common Stock.
  SECTION 12. AMENDMENT. The provisions hereof and the Articles of Incorporation
of the Company shall not be amended in any manner which would  adversely  affect
the rights,  privileges or powers of the Series A Preferred  Stock  without,  in
addition to any other vote of stockholders required by law, the affirmative vote
of the  holders  of  two-thirds  or more of the  outstanding  shares of Series A
Preferred Stock, voting together as a single class.
[per Statements of Resolution filed February 26, 1988 and February 4, 1998]


USE OF CAPITAL SURPLUS
  The Corporation may, from time to time, make distributions to its shareholders
out of capital  surplus  and may  purchase  shares of its  capital  stock to the
extent of unreserved and unrestricted  capital surplus.  The  distributions  and
purchases  from capital  surplus  allowed by this  provision  are in addition to
those otherwise permitted by Maine law.
[per Articles of Amendment filed May 31, 1988]


TRANSACTIONS WITH CONTROLLING PERSONS
  1.  From  the  date  that any  Person  becomes  a  Controlling  Person  of the
Corporation through the date that such Controlling Person completes a Fair Value
Offer for all shares of Voting Stock of the Corporation,  the Corporation  shall
not enter  into any  Material  Transaction  involving  such  Controlling  Person
unless, at least 20 days prior to the consummation  thereof, the Corporation has
mailed to all record  holders of Voting Stock a proxy or  information  statement
describing the Material  Transaction and complying with the  requirements of the
Securities  Exchange  Act of 1934,  as  amended  (whether  or not such  proxy or
information statement is required to be mailed pursuant to such Act). Such proxy
or  information  statement  shall contain at the front  thereof,  in a prominent
place,  any   determinations  or  recommendations  as  to  the  advisability  or
inadvisability of the Material Transaction which the Independent  Directors,  or
any of them, may have  furnished to the  Corporation in writing and a summary of
any opinion of an investment banking firm obtained

<PAGE>


pursuant to Section 3 hereof. Notwithstanding the foregoing, the requirements of
this Section 1 shall be inapplicable to (i) any Material Transaction approved by
a Majority of Independent  Directors if such Majority of  Independent  Directors
has determined that the mailing of such a proxy or information  statement is not
necessary to protect the interests of the  shareholders  of the  Corporation  or
(ii) any Material  Transaction entered into prior to May 25, 1988, made pursuant
to any agreement  entered into by the Corporation prior to May 25, 1988, or made
pursuant to any amendment or extension to any such agreement.
  2. For a period of five years after any Person  becomes a Controlling  Person,
the Corporation  shall not,  without prior approval by a Majority of Independent
Directors or an Independent Majority of Shareholders,  reduce the annual rate of
dividends payable on the Common Stock of the Corporation (except as necessary to
reflect any  subdivision  of the Common  Stock and except to the extent that the
payment of such  dividends is  prohibited  by law);  fail to increase the annual
rate of dividends  paid on the Common Stock of the  Corporation  as necessary to
reflect   any   reclassification    (including   any   reverse   stock   split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number of outstanding  shares of Common Stock of the Corporation
(but not including  repurchases by the Corporation of its Common Stock); or fail
to declare and pay at the regular rate  therefor  any  dividend  (whether or not
cumulative) on any outstanding Preferred Stock of the Corporation.
  3.  Promptly  upon the request of a Majority  of  Independent  Directors,  the
Corporation  shall  retain a  reputable  investment  banking  firm to  render an
opinion to or otherwise advise the Independent Directors on the fairness or lack
of fairness of the terms of any proposed Material Transaction from the financial
point of view of the  holders  of each  class of  Voting  Stock  other  than any
Controlling Person involved in the Material Transaction (such investment banking
firm to be selected  by a Majority of  Independent  Directors,  to be  furnished
promptly with all information it reasonably requests from the Corporation and to
be paid a reasonable fee consistent with fees charged by investment  bankers for
similar  services to similarly sized companies for such services upon receipt by
the Independent Directors of such opinion or advice).
  4. For purposes of this Article,  the following  terms shall have the meanings
set forth below:
      (a) An "Affiliate"  of any Person shall mean any Person that directly,  or
indirectly through one or more  intermediaries,  controls or is controlled by or
is under common control with such Person.
      (b) An  "Associate"  of any  Person  shall  mean  (i) any  corporation  or
organization (other than the Corporation or any Subsidiary) of which such Person
is an officer or partner or is, directly or indirectly,  the Beneficial Owner of
10% or more of any class of equity securities, (ii) any trust or other estate in
which such  Person has a  substantial  beneficial  interest  or as to which such
Person  serves as a  trustee  or in a similar  fiduciary  capacity  or (iii) any
relative or spouse of such Person,  or any relative of such spouse,  who has the
same home as such Person.
      (c) The terms "Beneficial  Ownership" or "Beneficially Own" shall have the
meanings  conferred  thereon by Rules 13d-3 and 13d-5  promulgated under Section
13(d) of the Securities Exchange Act of 1934, as amended, and any calculation of
the  percentage  of a  Person=s  Beneficial  Ownership  of a  security  shall be
determined in accordance with said Rules.
      (d) A  "Controlling  Person"  means (i) a Person who has Voting Power over
shares of Voting  Stock of the  Corporation  that would  entitle  the holders of
those  shares to cast at least 25% of the votes that all  shareholders  would be
entitled to cast in an election of the  directors of the  Corporation  or (ii) a
Person  who has  Voting  Power  over at least 25% of the  shares in any class of
shares entitled to elect all the directors of the Corporation,  or any specified
number of them.  Notwithstanding  clauses  (i) and (ii),  a Person  which  would
otherwise be a Controlling  Person within the meaning hereof shall not be deemed
a Controlling Person unless, subsequent to September 19, 1985,

<PAGE>


that Person increases the percentage of outstanding  shares of Voting Stock over
which it has  Voting  Power to a  percentage  in  excess  of the  percentage  of
outstanding  shares of Voting  Stock over which that Person had Voting  Power on
September 19, 1985, and to at least the amount  specified in clauses (i) or (ii)
above.
           Any Person that  inadvertently  becomes a Controlling Person shall no
longer  be  deemed a  Controlling  Person  if such  Person  divests  itself of a
sufficient  amount  of its  shares  of  Voting  Stock so that it is no  longer a
Controlling  Person,  as soon as practicable,  but in no event more than 30 days
after that  Person  receives  notice from the  Corporation  that it has become a
Controlling Person.
           No Person shall be deemed a Controlling  Person solely as a result of
the Corporation=s purchase or redemption of its own shares of Voting Stock.
      (e) A Person  shall be deemed to have  completed a "Fair Value  Offer" for
all shares of Voting Stock of the Corporation  once such Person (i) fulfills all
notice and purchase  obligations arising under Section 910 of the Maine Business
Corporation  Act in respect of such Person=s  "control  transaction"  within the
meaning of such Section or (ii) extends an offer to all record holders of Voting
Stock to purchase  any and all shares of Voting  Stock  tendered by such holders
and conducts and consummates  such transaction at a price and in a manner that a
Majority of Independent Directors determines to be substantially  equivalent to,
or more favorable to, the  shareholders of the Corporation  than compliance with
the procedures  specified  under Section 910 of the Maine  Business  Corporation
Act.
      (f) The term  "Independent  Director"  shall mean a member of the Board of
Directors  of the  Corporation  who is not an  officer,  employee,  designee  or
representative  of any Related  Person or of any  Affiliate of a Related  Person
(other than the  Corporation or any  Subsidiary)  and either (i) was a member of
the Board of Directors at any time prior to May 25, 1988, or (ii) was designated
(before or at the time of his initial election as a Director of the Corporation)
as an Independent Director by a Majority of Independent Directors.  An approval,
request,  determination  or designation  by a Majority of Independent  Directors
shall mean an  approval,  request,  determination  or  designation  contained in
either (x) a  unanimous  written  consent of all  Independent  Directors  of the
Corporation  or  (y) an  affirmative  vote  of a  majority  of  all  Independent
Directors  present at a duly  convened  meeting of the Board of Directors of the
Corporation or any appropriate committee thereof.
      (g) The term "Independent Majority of Shareholders" shall mean the holders
of  a  majority  of  the  outstanding  shares  of  Voting  Stock  that  are  not
Beneficially  Owned  by  any  Controlling  Person.  Approval  by an  Independent
Majority of Shareholders shall mean approval by the affirmative vote (whether in
person or by proxy) of an  Independent  Majority  of  Shareholders,  voting as a
single class, at a duly convened meeting of the holders of all classes of Voting
Stock of the Corporation.
      (h) A "Material Transaction" shall mean any of the following transactions:
           (i) The issuance or transfer by the  Corporation or any Subsidiary to
any Controlling  Person or Affiliate or Associate of any  Controlling  Person of
equity  securities of the  Corporation or any  Subsidiary  which has the effect,
directly or indirectly,  of increasing by more than 1% the percentage Beneficial
Ownership  of a  Controlling  Person  or  any  Affiliate  or  Associate  of  any
Controlling  Person as to any class of equity  securities of the  Corporation or
any Subsidiary;
           (ii)  The  sale,  lease,   license,   exchange,   transfer  or  other
disposition (excluding any mortgage or pledge not made to avoid the requirements
of this Article) to or with a  Controlling  Person or any Affiliate or Associate
of any Controlling  Person of any assets  (including cash) of the Corporation or
any  Subsidiary  having an  aggregate  fair market  value in excess of 5% of the
Corporation=s total consolidated assets at the end of its last full fiscal year;

<PAGE>


           (iii)  Any  merger  or   consolidation  of  the  Corporation  or  any
Subsidiary with a Controlling  Person or another Person which is (or as a result
of or in connection with such merger or consolidation would become) an Affiliate
or Associate of such  Controlling  Person,  in each case without regard to which
entity is the surviving entity;
           (iv) Any reclassification of securities  (including any reverse stock
split),  recapitalization  or other  transaction  (other  than a  redemption  in
accordance  with the terms of the  securities  redeemed)  which has the  effect,
directly or indirectly,  of increasing by more than 1% the percentage Beneficial
Ownership  of a  Controlling  Person  or  any  Affiliate  or  Associate  of  any
Controlling  Person as to any class of equity  securities of the  Corporation or
any Subsidiary; or
           (v) The  adoption  of any plan or  proposal  for the  liquidation  or
dissolution  of the  Corporation  proposed  by or on behalf  of any  Controlling
Person or any Affiliate or Associate of any Controlling Person.
           For purposes of this section, a "transaction"  shall include a series
of related transactions.
      (i) The term "Person"  shall mean any  individual,  firm,  corporation  or
other  entity,  and any  group of  Persons  (other  than a group of  Independent
Directors) acting in concert with respect to the voting, acquisition, holding or
disposition of Voting Stock;  provided,  however,  that two Persons shall not be
deemed to be so acting in concert merely because of the delivery or holding of a
proxy to vote shares of Voting  Stock if such proxy is delivered or held in good
faith and not for the purpose of circumventing the provisions of this Article.
      (j) The term  "Related  Person"  shall  mean any  Person  (other  than the
Corporation or any Subsidiary)  which (i) Beneficially  Owns more than 5% of the
outstanding  shares of any class of Voting  Stock,  (ii) is an  Affiliate of the
Corporation and at any time within the one-year period  immediately prior to the
date in question  Beneficially  Owned more than 5% of the outstanding  shares of
any class of Voting Stock or (iii) is an assignee of or has otherwise  succeeded
to any shares of Voting Stock which were at any time within the one-year  period
immediately  prior to the date in  question  Beneficially  Owned by any  Related
Person, if such assignment or succession occurred in the course of a transaction
or series of transactions  not involving a public offering within the meaning of
the Securities Act of 1933, as amended.
      (k) The term  "Subsidiary"  shall mean any corporation of which a majority
of each class of equity  securities  is owned,  directly or  indirectly,  by the
Corporation.
      (l) A Person has "Voting Power" over shares of Voting Stock if that Person
has  or  shares,   directly  or  indirectly,   through  any  option,   contract,
arrangement,  understanding,  voting trust, conversion right or relationship, or
by acting  jointly or in concert or otherwise,  the power to vote, or direct the
voting of, such  shares;  provided,  however,  that no Person shall be deemed to
have Voting Power over any shares held subject to a voting trust  agreement with
the Corporation  and an independent  trustee which provides that such Person has
no right, directly or indirectly, to vote or direct the voting of such shares.
      (m) The term  "Voting  Stock"  shall  mean any class of equity  securities
having the right to elect the  Directors  of the  Corporation  or any  specified
number or  proportion  of such  Directors  (except that  Preferred  Stock of the
Corporation  having a right to elect Directors only in the event of a default in
the payments of dividends shall not constitute Voting Stock for purposes of this
Article).  Each reference to a given  proportion of shares of Voting Stock shall
refer to such proportion of the total number of votes to which such shares would
be entitled in an election of Directors of the Corporation.
  5. In addition to any other vote required by law or the Corporation=s Articles
of  Incorporation  or By-Laws,  any  amendment,  modification  or repeal of this
Article  shall  require  the  prior  approval  of  an  Independent  Majority  of
Shareholders.
[per Articles of Amendment filed May 31, 1988]

<PAGE>




CLERK / REGISTERED OFFICE
The name and registered office of [the Corporation's] clerk who must be a Maine 
resident:  Peter B. Webster, One Portland Square, P.
O. Box 586, Portland, Maine 04112.
[per Change of Clerk filed December 14, 1992]