Exhibit 3.2

                           SLADE'S FERRY BANCORP.

                        AMENDED AND RESTATED BY-LAWS

                                  ARTICLE I
                                  ---------

                           Name, Location and Seal
                           -----------------------

      The name of this corporation (hereinafter in these Bylaws called the
"Corporation" or the "Bancorp") is Slade's Ferry Bancorp or such other name
as may hereafter be adopted in accordance with law.  The main office of the
Bancorp shall be located in Somerset, Massachusetts, subject to change as
authorized by law.  The seal shall be circular in form with the name of the
corporation, its state of incorporation and the year thereof inscribed
thereon.

                                 ARTICLE II
                                 ----------

                                Stockholders
                                ------------

      Section 1.  Place.  Meetings of the stockholders shall be held at the
principal office of the Corporation in Massachusetts or at such other place
within or without the Commonwealth, but within the United States, as
designated by the Board of Directors.

      Section 2.  Annual Meetings.  The annual meeting of stockholders
shall be held on such business day within six (6) months after the end of
the fiscal year of the Corporation as designated by the Board of Directors,
and at such hour as designated by the Board of Directors.  The business of
such meeting shall include the election of  directors and such other
business as may properly come before the meeting.

      Section 3.  Special Meetings.  Special meetings of stockholders may
be called by the President or by a majority of the Board of Directors, and
shall be called by the Secretary/Clerk, or in the case of the death,
absence, incapacity or refusal of the Secretary/Clerk, by another officer,
upon written application of one or more stockholders of record holding not
less than forty percent (40%) of the voting capital stock of the
Corporation at the time issued and outstanding.  Such written application
shall state the nature of the business to be conducted at the special
meeting.


<PAGE>


      Section 4.  Notice.  A written notice of the date, place and hour of
all meetings of stockholders shall be given by the Clerk/Secretary (or by
any other officer who is entitled to call such a meeting) not less than
seven (7) nor more than sixty (60) days before the meeting to each
stockholder who is entitled to such notice, by leaving such notice with him
or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to such stockholder at his address as it appears in
the records of the corporation. Notice of a meeting need not be given to a
stockholder if a written waiver of notice, executed before or after the
meeting by such stockholder or his attorney thereunto duly authorized, is
filed with the records of the meeting.

      When a meeting is adjourned to another place, date or time, notice
need not be given of the new place, date or time if the new place, date and
time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more
than thirty (30) days after the date for which the meeting was originally
called, or if a new record date is fixed for the adjourned meeting, written
notice of the place, date and time of the adjourned meeting shall be given
in conformity herewith.  At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.

      Section 5.  Quorum.  A majority of the outstanding capital stock of
the Corporation entitled to vote thereat, represented in person or by
proxy, shall constitute a quorum for the transaction of business at any
meeting of stockholders.

      The act of a majority in interest of those stockholders present at
any meeting at which there is a quorum shall be the act of the corporation.
The stockholders present at a duly constituted meeting may continue to
transact business until adjournment notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.  If a quorum shall fail to
attend any meeting, the Chairman, the President or the holders of a
majority of the shares of stock entitled to vote who are present, in person
or by proxy, may adjourn any meeting from time to time until a quorum is
present.

      Section 6.  Conduct of Meetings.  The Chairman of the Board of
Directors shall preside at all sessions of all meetings of stockholders. In
the absence of the Chairman of the Board of Directors at any session of any
meeting, the President shall preside.  If neither the Chairman of the Board
of Directors nor the President shall be present at any session of any
meeting, the stockholders shall choose a stockholder as temporary Chairman
and the stockholder so chosen shall preside until said session of the
meeting is adjourned.

      Additional business may be brought before such meeting by the
President, by a majority of the Board of Directors or by stockholders of
record holding, in total, not less than forty percent (40%) of the capital
stock of the Corporation at the time issued and outstanding, by delivering
to the Clerk/Secretary, at least thirty (30) days before the date


<PAGE>


of such meeting, a written agenda of additional business stating the nature
of such additional business.

      At any special meeting of stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the
direction of the President, the Board of Directors, or as a result of a
written application for a special meeting brought by stockholders in
accordance with Article II, Section 3 of these By-Laws.

      The Chairman, President or other person presiding over the meeting of
stockholders shall, if the facts so warrant, determine that business was
not properly brought before the meeting in accordance with the provisions
of this Section 6 and, if he or she should so determine, he or she shall so
declare to the meeting and any such business shall not be transacted.

      Section 7.  Board of Director Nominations.  Only persons who are
nominated in accordance with the procedures set forth in these By-Laws
shall be eligible for election or re-election as Directors.  Nominations of
persons for election to the Board of Directors of the Corporation may be
made only: (i) by or at the direction of the Board of Directors; or (ii) by
any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth
in this Section 7.

      Stockholder nominations shall be made by notice in writing to the
Clerk/Secretary not less than sixty (60) days in advance of the date of the
Corporation's proxy statement which was released to stockholders in
connection with the previous year's annual meeting of stockholders.  Such
stockholder's notice shall set forth: (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a Director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for the election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); and (ii) as to the stockholder giving notice of (x) the name and
address, as they appear on the Corporation's books, of such stockholder and
(y) the class and number of shares of the Corporation's capital stock that
are beneficially owned by such stockholder.  At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
Director shall furnish to the Clerk/Secretary that information required to
be set forth in a stockholder's notice which pertains to the nominee.

      The Chairman, President or other person presiding over the meeting of
stockholders shall, if the facts so warrant, determine that a nomination
was not made in accordance with the nomination provisions of this Section 7
and, if he or she should so determine, he or she shall so declare to the
meeting and the defective nomination shall be disregarded.


<PAGE>


      Nothing contained in this Section 7 shall require proxy materials
distributed by the management of the Corporation to include any information
with respect to nominations by stockholders.

      Section 8.  Proxies and Voting.  Stockholders, at any meeting, shall
have one (1) vote for each share of stock held and a proportionate vote for
each fractional share.  At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting.  Proxies shall
be in written form and shall be dated not more than six (6) months before
the meeting named therein, unless the proxy is coupled with an interest and
provides otherwise.  Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to
this paragraph may be substituted or used in lieu of the original writing
or transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission.

      Proxies shall be filed with the Clerk/Secretary at the meeting, or of
any adjournment thereof, before being voted.  Except as otherwise limited
therein, proxies shall entitle the persons authorized thereby to vote at
any adjournment of such meeting, but they shall not be valid after final
adjournment of such meeting.  A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by any one of them
unless, at or prior to exercise of the proxy, the Corporation receives a
specific written notice to the contrary from any one of them.  A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.

      Section 9.  Stock Certificates.  Stock certificates shall be signed
by any two of the following officers: The Chairman of the Board of
Directors, the President, the Executive Vice-President, the Senior Vice-
President, and the Treasurer and may bear the seal of the Corporation or a
facsimile thereof.  Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Director,
officer or employee of the Corporation.

      Section 10.  Transfer of Stock.  Transfer of shares of stock of the
Bancorp shall be recorded on its books upon the direction, in writing and
in such form as may be prescribed by the Board of Directors, of the holder
thereof.

      Section 11.  Stock and Transfer Books.  The corporation shall keep in
the Commonwealth of Massachusetts at its principal office (or at an office
of its transfer agent or of its Clerk/Secretary or of its resident agent)
stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of


<PAGE>


stock held by each. The corporation for all purposes may conclusively
presume that the registered holder of a stock certificate is the absolute
owner of the shares represented thereby and that his record address is his
proper address.

      Section 12.  Record Date.  The directors may fix in advance a time,
which shall not be more than seventy (70) days before:

      (i)    the date of any meeting of stockholders, or

      (ii)   the date for the payment of any dividend or the making of any
             distribution to stockholders, or

      (iii)  the last day on which the consent or dissent of stockholders
             may be effectively expressed for any purpose;

      as the record date for determining the stockholders having the right
to notice of and to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution or the right to give such
consent or dissent. In such case, only stockholders of record on such date
shall have such right, notwithstanding any transfer of stock on the books
of the Corporation after the record date; or without fixing such record
date, the directors may for any such purpose close the transfer books for
all or any part of such period.

                                 ARTICLE III
                                 -----------

                             Board of Directors
                             ------------------

      Section 1.  Composition.

      (a)   The Bancorp shall have a Board of Directors of not less than
            seven nor more than twenty-five Directors divided into Classes
            One, Two and Three as set forth in the Articles of
            Organization.

      (b)   The total number of Directors and their division into classes
            may be fixed within the limits specified in paragraph (a) at
            any meeting of stockholders at which the number of Directors is
            a matter of business properly before the meeting. The Board of
            Directors may also be enlarged from the size fixed by the
            stockholders but within the limits specified in paragraph (a)
            at any time


<PAGE>


            by vote of a majority of Directors then in office provided that
            any such additional directors shall be divided amongst and
            assigned to the Classes of Directors.

      Section 2.  Election and Term of Office.  Directors shall be elected
by ballot of such stockholders as have the right to vote thereon in
accordance with their class designation at the annual meeting of
stockholders and shall hold their respective offices as set forth in the
Articles of Organization. In the event the number of Directors fixed at a
special meeting of stockholders increases the number of Directors,
Directors to fill the places thus created may be elected at any special
meeting of stockholders at which the election of such Directors is a matter
of business properly before the meeting and shall hold their respective
offices in accordance with their class designation until the next following
appropriate annual meeting of stockholders, and thereafter until their
successors are elected and qualified.

      Section 3.  Resignations and Vacancies.  Any Director may resign at
any time by giving written notice of his resignation to the Chairman of the
Board of Directors, the President or the Secretary. Any such resignation
shall take effect at the time specified therein, or, if no time is
specified, upon delivery. No acceptance of such resignation shall be
necessary to make it effective.

      Vacancies in the Board of Directors, including vacancies created by
enlargement of the Board of Directors by vote of the Directors under
Section 1 above, may be filled by majority vote of the full Board of
Directors. The person chosen to fill any vacancy in the Board of Directors
shall hold office for the unexpired portion of the term for which his
predecessor was elected or chosen, or, if the vacancy is a new position,
for the unexpired portion of the term of the class to which the position is
assigned.

      Section 4.  Meetings.  There shall be a regular meeting of the Board
of Directors at least quarterly and at such time and place as the Board may
designate.  An annual meeting shall be held each year immediately after and
at the place of the meeting of stockholders at which the Board of Directors
is elected.  No notice of any regular or annual meeting shall be necessary.

      Special meetings of the Board of Directors shall be held whenever
called by the Clerk/Secretary at the request of the Chairman of the Board
of Directors, the President, a majority of the members of the Executive
Committee, or a majority of the Board of Directors and shall be held at
such place, on such date, and at such time as they or he/she shall fix.
Notice of special meetings, which need not be in writing and which need
state only the time and place of the meeting, shall be given by the
Secretary to each director at least twenty-four (24) hours before the time
of the meeting.  Notice of a meeting need not be given to any director if a
written waiver of notice executed by him before or after the meeting is
filed with the records of the meeting or to any director who attends the


<PAGE>


meeting without protesting prior thereto or at its commencement the lack of
notice to him.

      A majority of the directors then in office shall constitute a quorum
for the transaction of business. If a quorum is present, a majority of the
directors present may take any action on behalf of the Board except to the
extent a larger number is required by law, the Articles of Organization or
these By-Laws. Less than a quorum of the Board of Directors may adjourn any
meeting from time to time until a quorum is present, without further notice
or waiver thereof.

      Section 5.  Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.

      Section 6.  Action Without a Meeting.  Any action required or
permitted to be taken by the Board of Directors at any meeting may be taken
by the Board of Directors without a meeting if consent in writing, setting
forth the action so taken, shall be signed by all of the directors then in
office.  Such written consents shall be filed with the minutes of
proceeding of the Board of Directors and shall be treated for all purposes
as a vote at a meeting of the Board of Directors.

      Section 7. Powers. The Board of Directors shall have power to manage,
control and direct the business, property and affairs of the Bancorp and to
do all things which under the laws of Massachusetts, from time to time in
force, boards of directors are or may be authorized to do except such as by
law, the Articles of Organization or their Bylaws are reserved to the
stockholders. Without limiting the generality of the foregoing, and in
addition to all powers elsewhere in these Bylaws and by law conferred upon
to all powers elsewhere in these Bylaws and by law conferred upon it, the
Board of Directors shall have the following powers: to issue stock from the
authorized but unissued capital stock of the corporation; to designate a
Director to serve at its pleasure as Chairman of the Board of Directors; to
designate the same or another Director to serve as President; to designate
Directors, in addition to the Chairman of the Board and the President, to
serve at its pleasure as members of the Executive Committee; to designate a
person to serve as Treasurer; to establish such committees as it may deem
appropriate and to prescribe the duties and authorities of any such
committee, and to designate Directors to serve at its pleasure as members
thereof; to establish such other offices as it may deem appropriate, and to
designate persons to serve at its pleasure in such offices; to prescribe
the duties of all officers of the corporation and to fix their
compensation, and to require bonds of any officer or employee.


<PAGE>


      Section 8. Honorary Directors.  The Board of Directors may designate
and appoint such person or persons as it determines qualified to be an
Honorary Director.  To qualify to be an Honorary Director, a person must be
a former Director in good standing of the Corporation.  The person must
have resigned as a Director or not hold the office of Director at the time
of appointment and must request that he be designated as Honorary Director
and approved by majority vote of the Board of Directors.  Honorary
Directors shall be appointed for terms that expire at the first meeting of
the Board of Directors following each annual meeting of stockholders.
Honorary Directors may, in the discretion of the Board of Directors, be
appointed for additional terms.  An Honorary Director shall be allowed to
attend any regular or special meeting of the Board of Directors and may
participate in the meeting subject to the control of any person in charge
of the meeting.  An Honorary Director shall not have any vote as a
Director, his presence shall not count towards any necessary quorum and he
shall not be counted against the total numbers of directors.  Any Honorary
Director who, acting in good faith, suffers any monetary loss as a result
of any claim, lawsuit or action arising out of any action or activity as an
Honorary Director shall be entitled to indemnification or reimbursement by
the Corporation upon a vote authorizing such indemnification or
reimbursement by the Board of Directors.  An Honorary Director may be paid
for attendance at any such meeting at a fee established from time to time
by the Board of Directors.

                                 ARTICLE IV
                                 ----------

                                 Committees
                                 ----------

      Section 1.  Committees of the Board of Directors.  The Board of
Directors, by a vote of a majority of the full Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and
shall, for those committees and any others provided for herein, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee.

      Section 2.  Conduct of Business.  Except as provided otherwise in
these By-Laws, each committee may determine the procedural rules for
meeting and conducting its business and shall act in accordance therewith,
except as otherwise provided herein or required by law.  Action may be
taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes
of the proceedings of such committee.

      Section 3.  Executive Committee.  There shall be an Executive
Committee consisting of the Chairman of the Board, ex officio, the
President, ex officio, and such other Directors, not less than three, as
the Board of Directors shall from time to time elect and who shall serve at
the pleasure of the Board of Directors.


<PAGE>


      Section 4.  Executive Committee Meetings.  The Executive Committee
shall meet at such time and place as the Committee shall designate. No
notice of any regular meeting shall be necessary.

      Special meetings of the Executive Committee may be held at any time.
Such meetings shall be called by the Chairman of the Board or President
whenever the business or affairs of the corporation so require and may be
called by two other members of the Executive Committee.  Notice of every
special meeting, which need not be in writing and which need only state the
time and place of the meeting, shall be given by the calling party or by
the clerk of the Executive Committee, at least six hours before the time of
the meeting.  Notice of a meeting need not be given to any director if a
written waiver of notice executed by him before or after the meeting is
filed with the records of the meeting or to any director who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him.

      A majority of the members of the Executive Committee shall constitute
a quorum for the transaction of business. Less than a quorum of the
Executive Committee may adjourn any meeting from time to time until a
quorum is present.

      The Chairman of the Board shall preside at meetings of the Executive
Committee and in his absence, the President shall preside. If neither of
them is present, the members of the Executive Committee may designate a
temporary chairman.

      The Executive Committee shall designate a clerk, who may be the
Clerk/Secretary of the Bancorp, to serve at its pleasure, who shall keep
records of its meetings, give notice of its meetings and perform such other
duties of a like nature as the Executive Committee may designate.

      Section 5.  Powers.  Subject to control by the Board of Directors,
the Executive Committee shall, when the Board of Directors is not in
session, have and exercise all of the powers of the Board of Directors
except the power:

      (a)   to change the principal office of the corporation;

      (b)   to amend the By-Laws;

      (c)   to elect officers required by law to be elected by the
            stockholders or directors and to fill vacancies in any such
            offices;


<PAGE>


      (d)   to change the number of the Board of Directors and to fill
            vacancies in the Board of Directors;

      (e)   to remove officers or directors from office;

      (f)   to authorized the payment of any dividend or distribution to
            stockholders;

      (g)   to authorize the reacquisition for value of stock of the
            corporation; or

      (h)   to authorize a merger.

      Section 6.  Nominating Committee.  The Board of Directors shall have
a Nominating Committee consisting of not less than three (3) members.  The
Nominating Committee shall be comprised entirely of "Independent" directors
as such term is defined by the applicable rules and regulations of the
Nasdaq Stock Market (or such other stock market or exchange on which the
Corporation's common stock is actively traded).

      The Nominating Committee shall have (a) authority to review any
nominations for election to the Board of Directors made by a stockholder of
the Corporation pursuant to Section 7 of Article II of these By-Laws in
order to determine compliance with such Bylaw provision, (b) authority to
recommend to the Board of Directors nominees for election to the Board of
Directors, and (c) such other authority as may be granted to it by the
Board of Directors.

      The Corporation must have a formal written Nominating Committee
charter addressing the Board of Directors nomination process and such
related matters as may be required by the federal securities laws.

      Section 7.  Audit Committee.  The Board of Directors shall have an
Audit Committee of at least three members, each of whom must: (i) be
"Independent" as  such term is defined by the applicable rules of the
Nasdaq Stock Market (or such other stock market or exchange on which the
Corporation's common stock is actively traded), (ii) meet the criteria for
independence set forth in Rule 10A-3(b)(1) under the Securities Exchange
Act of 1934 (subject to the exemptions provided in Rule 10A-3(c)); (iii)
not have participated in the preparation of the financial statements of the
Corporation or any current subsidiary of the Corporation at any time during
the past three years; and (iv) be able to read and understand fundamental
financial statements, including a company's balance sheet, income
statement, and cash flow statement.


<PAGE>


      At least one member of the Audit committee must have past employment
experience in finance or accounting, requisite professional certification
in accounting, or any other comparable experience or background which
results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.

      The Corporation must have a formal written Audit Committee charter.
The Audit Committee must review and reassess the adequacy of the Audit
Committee charter on at lease an annual basis.

      The Audit Committee charter must specify:

      (a)   the scope of the Audit Committee's responsibilities, and how it
            carries out those responsibilities, including structure,
            processes, and membership requirements;

      (b)   the Audit Committee's responsibility for ensuring its receipt
            from the Corporation's outside auditors of a formal written
            statement delineating all relationships between the auditor and
            the company, consistent with Independence Standards Board
            Standard 1, and the Audit Committee's responsibility for
            actively engaging in a dialogue with the auditor with respect
            to any disclosed relationships or services that may impact the
            objectivity and independence of the auditor and for taking, or
            recommending that the full board take, appropriate action to
            oversee the independence of the outside auditor; and

      (c)   the Audit Committee's purpose of overseeing the accounting and
            financial reporting processes of the Corporation and the audits
            of the financial statements of the Corporation;

      (d)   the Audit Committee's responsibilities and authority necessary
            to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the
            Securities Exchange Act of 1934 (subject to the exemptions
            provided in Rule 10A-3(c)), concerning responsibilities
            relating to: (i) registered public accounting firms, (ii)
            complaints relating to accounting, internal accounting controls
            or auditing matters, (iii) authority to engage advisors, and
            (iv) funding as determined by the Audit Committee.

                                  ARTICLE V
                                  ---------

                                  Officers
                                  --------


<PAGE>


      Section 1.  Composition, Selection,  Qualifications and Terms of
Office. The officers of the Corporation shall be the following: a Chairman
of the Board of Directors, a President, a Clerk/Secretary and a Treasurer,
each of whom shall be elected annually by the Board of Directors at the
first meeting of the Board after the annual meeting of stockholders and
shall hold office until the first meeting of the Board of Directors
following the next annual meeting of stockholders and until their
successors are elected and qualified, and such other officers as the Board
of Directors may from time to time determine, all of whom shall be elected
or appointed by the Board of Directors or as it may determine and shall
hold office at the pleasure of the Board.

      The Chairman of the Board and the President shall be elected from the
members of the Board of Directors.  The other officers may but need not be
elected or appointed from the members of the Board.  Any two or more
offices may be held by one person.

      Section 2. Resignations, Removals and Vacancies. Any officer may
resign at any time by delivering written notice of his resignation to the
Chairman of the Board of Directors or the President.  Any such resignation
shall take effect at the time specified therein, or, if no time is
specified, upon delivery.  No acceptance of such resignation shall be
necessary to make it effective.

      The Chairman of the Board of Directors, the President, the
Clerk/Secretary and the Treasurer may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.  Any other
officer, agent or employee may be removed at any time by the Board of
Directors.

      Any officer, agent or employee not elected or appointed by the Board
of Directors may be removed at any time by the President.

      If any office for which a term of office is specified in these By-
Laws should become vacant by reason of death, incapacity or removal, the
vacancy may be filled in the manner provided in these By-Laws for election
appointment to such office.  Any person so elected or appointed to fill any
such vacancy shall hold office for the unexpired portion of the term for
which his predecessor was elected or appointed.

      If the President should be temporarily absent or disabled, the Board
of Directors may designate a member of the Board of Directors to act
temporarily in his stead.  If any officer, agent or employee, other than
the President should be temporarily absent or disabled, the Board of
Directors may designate a person to act temporarily in the stead of such
officer, agent or employee.


<PAGE>


      If any officer, agent or employee not elected or appointed by the
Board of Directors should be temporarily absent or disabled, the President
may designate a person to act temporarily in the stead of such officer
unless and until the Board of Directors should designate some other person
for such purpose.

      Section 3. Powers and Duties. Except as the Board of Directors may in
general or specific other cases provide, the powers and duties of the
officers shall be as follows:

      (a)   Chairman of the Board of Directors. The Chairman of the Board
            of Directors shall have the powers and duties conferred upon
            him by law, by these By-Laws, and such other powers and duties
            as may be from time to time prescribed by the Board of
            Directors.

      (b)   President. The President shall have the powers and duties by
            law and elsewhere in these By-Laws conferred upon him; the
            authority to appoint any agents or employees, other than those
            provided by law or by these By-Laws to be elected or appointed
            by the stockholders or the Board of Directors; the authority to
            fix the compensation of and to prescribe the authority and
            duties, which may include the authority to appoint subordinate
            agents or employees, of such agents and employees as he may
            appoint; and such other powers, authority and duties as from
            time to time may be provided by law or prescribed by the Board
            of Directors.

      (c)   Treasurer. The Treasurer shall have the control of the money,
            securities and other property belonging to or in the possession
            or custody of the corporation, and shall cause the same to be
            held or deposited for safekeeping subject to the authority of
            the Board of Directors, and shall perform such other duties as
            are usually required of Treasurers, or as may be prescribed by
            law or by the Board of Directors.

      (d)   Clerk/Secretary. The Clerk/Secretary shall keep a record of the
            proceedings at all meetings of stockholders and of the Board of
            Directors, shall give notice, where required by these By-Laws,
            of meetings of stockholders and of the Board of Directors, and
            shall perform such other duties as are provided by law.

                                 ARTICLE VI
                                 ----------

          Indemnification of Directors, Officers and Certain Others
          ---------------------------------------------------------


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      The corporation shall indemnify any Director and may as determined by
the Board of Directors, indemnify any officer of the corporation or any
person serving at the Corporation's request as a Trustee or administrator
of any employees benefit plan of the corporation, against all expenses
(including court costs, attorneys' fees and the amount of any judgment or
reasonable settlement) actually and reasonably incurred by him, subsequent
to the adoption hereof, in connection with any claim asserted against him,
or any action, suit or proceeding in which he may be involved as a party,
by reason of his having been such Director, officer, trustee or
administrator or by reason of any action alleged to have been taken or
omitted by him as such Director, officer, trustee or administrator;
provided, however, that the corporation shall indemnify such director,
officer, trustee or administrator against expenses incurred in relation to
any matter with respect to which an allegation is made against him of
willful misconduct, willful default or of gross negligence in the conduct
of his office only if there be no final adjudication that such person is
guilty of or liable for such willful misconduct, willful default or gross
negligence and one of the following three conditions be complied with:

      (a)   There be a final adjudication that such person is not guilty of
            or liable for such willful misconduct, willful default or gross
            negligence;

      (b)   There be a sufficient number of Directors then in office who
            are not involved in such claim, action, suit or proceeding, to
            constitute a majority of the whole Board of Directors, and
            there be a determination that such person is free from such
            willful misconduct, willful default or gross negligence by a
            vote of a majority of the Directors on a ballot in which no
            Director who is involved in such claim, action, suit or
            proceeding shall participate; or

      (c)   There be a determination that such person is free from such
            willful misconduct, willful default, or gross negligence by a
            vote of a majority of a committee of seven stockholders, none
            of whom is involved in such claim, action, suit or proceeding,
            chosen to determine such matter at a regular or special meeting
            of the stockholders of the Corporation.

      Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt
of an undertaking by the person indemnified to repay such payment if he
shall be adjudicated to be not entitled to indemnification under this
Article which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, trustee or administrator.

      No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not
to have acted in good faith


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in the reasonable belief that his action was in the best interest of the
corporation or to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

      The right of indemnification herein provided for shall inure to the
benefit of the executors or administrators of each such Director, officer,
trustee or administrator and shall not be deemed exclusive of any other
rights to which he may be entitled, under any, statute, By-Law, agreement,
vote of stockholders or otherwise, or to which he might have been entitled
were it not for this provision.

                                 ARTICLE VII
                                 -----------

                            Business Combinations
                            ---------------------

      Section 1. Vote Required for Certain Business Combinations.

      (a)   The affirmative vote of the holders of not less than 80 percent
            of the outstanding shares of "Voting Stock" (as hereinafter
            defined) held by stockholders other than an "Interested Person"
            (as hereinafter defined) shall be required for the approval or
            authorization of any "Business Combination" (as hereinafter
            defined) of the Corporation with any Interested Person unless
            the "Continuing Directors" (as hereinafter defined) of the
            Corporation by at least a two-thirds vote (i) have expressly
            approved in advance the acquisition of the outstanding shares
            of Voting Stock that caused such Interested Person to become an
            Interested Person, or (ii) have expressly approved such
            Business Combination either in advance of or subsequent to such
            Interested Person's having become an Interested Person.

      (b)   The affirmative vote of the holders of not less than 90 percent
            of the outstanding shares of "Voting Stock" (as hereinafter
            defined) held by stockholders other than an "Interested Person"
            (as hereinafter defined) shall be required for the approval or
            authorization of any "Business Combination" ( as hereinafter
            defined) of the Corporation with any Interested Person if the
            cash or fair market value (as determined by at least two-thirds
            of the Continuing Directors) of the property, securities or
            "Other Consideration to be Received" (as hereinafter defined)
            per share by holders of Voting Stock of the Corporation in the
            Business Combination is less than the "Fair Price" (as
            hereinafter defined) paid by the Interested Person in acquiring
            any of its holdings of the Corporation's Voting Stock.


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      Section 2. Definitions. Certain words and terms as used in this
Article VII shall have the meanings given to them by the definitions and
descriptions in this Section.

      2.1.  Business Combination. The term Business Combination. shall mean
(a) any merger or consolidation of the Corporation or a subsidiary of the
Corporation with or into an Interested Person, (b) any sale, lease,
exchange, transfer or other disposition, including without limitation, a
mortgage or any other security device, of all or any "Substantial Part" as
hereinafter defined) of the assets either of the Corporation (including
without limitation, any voting securities of a subsidiary) or of a
subsidiary of the Corporation to an Interested Person, (c) any merger or
consolidation of an Interested Person with or into the Corporation or a
subsidiary of the Corporation, (d) any reclassification of securities,
recapitalization or other comparable transaction involving the Corporation
that would have the effect of increasing the voting power of any Interested
Person with respect to Voting Stock of the Corporation, and (e) any
agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination. The term
"business combination" shall not apply to any transaction with any
subsidiary of this corporation approved by the full Board of Directors for
purposes of internal reorganization.

      2.2.  Interested Person. The term "Interested Person" shall mean and
include any individual, corporation, partnership or other person or entity
which, together with its "Affiliates" and "Associates" (as defined in Rule
12B-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect at the date of the adoption of this Article),
"Beneficially Owns" (as defined in Rule 13D-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect at the
date of the adoption of this Article) in the aggregate 20 percent or more
of the outstanding Voting Stock of the Corporation, and any Affiliate or
Associate of any such individual, corporation, partnership or other person
or entity. Without limitation, any share of Voting Stock of the Corporation
that any interested Person has the right to acquire at any time
(notwithstanding that Rule 13d-3 deems such shares to be beneficially owned
only if such right may be exercised within 60 days) pursuant to any
agreement, or upon exercise of conversion rights, warrants or options, or
otherwise, shall be deemed to be Beneficially Owned by the Interested
Person and to be outstanding for purposes of this definition. An Interested
Person shall be deemed to have acquired a share of the Voting Stock of the
Corporation at the time when such Interested Person became the Beneficial
Owner thereof. With respect to the shares owned by Affiliates, Associates
or other persons whose ownership is attributed to an Interested Person
under the foregoing definition of Interested Person, if the price paid by
such Interested Person for such shares is not determinable by two-thirds of
the Continuing Directors, the price so paid shall be deemed to be the
higher of (a) the price paid upon the acquisition thereof by the Affiliate,
Associate or other person or (b) the market price of the shares in question
at the time when the Interested Person became the Beneficial Owner thereof.


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      2.3.  Voting Stock. The term "Voting Stock" shall mean all of the
outstanding shares of Common Stock of the Corporation and any outstanding
shares of preferred Stock entitled to vote on each matter on which the
holders of record of Common Stock shall be entitled to vote, and each
reference to a proportion of shares of Voting Stock shall refer to such
proportion of the votes entitled to be cast by such shares.

      2.4.  Continuing Director. The term "Continuing Director" shall mean
a Director who was a member of the Board of Directors of the Corporation
immediately prior to the time that the Interested Person involved in a
Business Combination became an Interested Person, or a Director who was
elected or appointed to fill a vacancy after the date the Interested Person
became an Interested Person by a majority of the then-current Continuing
Directors.

      2.5.  Fair Price. The term "Fair Price" shall mean the following: If
there is only one class of capital stock of the Corporation issued and
outstanding, the Fair Price shall mean the highest price that can be
determined by two-thirds of the Continuing Directors to have been paid at
any time by the Interested Person for any share or shares of that class of
capital stock. If there is more than one class of capital stock of the
Corporation issued and outstanding, the Fair Price shall mean with respect
to each class and series of capital stock of the Corporation, the amount
determined by two-thirds of the Continuing Directors to be the highest per
share price equivalent of the highest price that can be determined to have
been paid at any time by the Interested Person for any share or shares of
any class or series of capital stock of the Corporation. In determining the
Fair Price, all purchases by the Interested Person shall be taken into
account regardless of whether the shares were purchased before or after the
Interested Person became an Interested Person. Also, the Fair Price shall
include any brokerage commissions, transfer taxes and soliciting dealers'
fees paid by the Interested Person with respect to the shares of capital
stock of the Corporation acquired by the Interested Person. In case of any
Business Combination with an Interested Person, two-thirds of the
Continuing Directors shall determine the Fair Price for each class and
series of the capital stock of the Corporation. The Fair Price shall also
include interest compounded annually from the date an Interested Person
became an Interested Person through the date the Business Combination is
consummated at the publicly announced base rate of interest of The Bank of
Boston less the aggregate amount of any cash dividends paid, and the fair
market value of any dividends paid in other than cash on each share of
capital stock in the same time period, in an amount up to but not exceeding
the amount of interest so payable per share of capital stock.

      2.6.  Substantial Part. The term "Substantial Part" shall mean more
than 20 percent of the fair market value as determined by two-thirds of the
Continuing Directors of the total consolidated assets of the Corporation
and its subsidiaries taken as a whole as of the end of its most recent
fiscal year ended prior to the time the determination is being made.


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      2.7.  Other Consideration to be Received. The term "Other
Consideration to be Received" shall include, without limitation, Common
Stock or other capital stock of the Corporation retained by its existing
stockholders other than Interested Persons or other parties to such
Business Combination in the event of a Business Combination in which the
Corporation is the surviving corporation.

      Section 3. Determinations by the Continuing Directors. In making any
determinations, the Continuing Directors may engage such persons, including
investment banking firms and the independent accountants who have reported
on the most recent financial statements of the Corporation, and utilize
employees and agents of the Corporation, who will, in the judgment of the
Continuing Directors, be of assistance to the Continuing Directors. Any
determinations made by the Continuing Directors, acting in good faith on
the basis of such information and assistance as was then reasonably
available for such purposes, shall be conclusive and binding upon the
Corporation and its stockholders, including any Interested Person.

      Section 4. Amendments, etc. of this Article VII.  Notwithstanding any
other provisions of the Articles of Organization or the By-Laws of the
Corporation (and notwithstanding the fact that some lesser percentage may
be specified by law, the Articles of Organization or the By-Laws of the
Corporation) this Article VII shall not be amended, altered, changed or
repealed:

      (a)   as to any provision other than the "Fair Price" provisions
            without the affirmative vote of 80 percent or more of the stock
            outstanding and entitled to vote thereon at a stockholders'
            meeting duly called for the purpose; or

      (b)   as to the "Fair Price" provisions without the affirmative vote
            of 90 percent or more of the stock outstanding and entitled to
            vote thereon at a stockholders' meeting duly called for the
            purpose.

                                ARTICLE VIII
                                ------------

                                Miscellaneous
                                -------------

      Section 1.  Actions With Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to
vote and otherwise act on behalf of the Corporation, in person or in which
the Corporation may hold securities and otherwise to exercise any and all
rights and powers which the Corporation may possess by reason of its
ownership of securities in such other corporation.  The issue, transfer,


<PAGE>


conversion and registration of certificates of stock shall be governed by
such other regulations as the Board of Directors may establish.

      Section 2.  Facsimile Signatures.  In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these By-
Laws, facsimile signatures of any officer or officers of the Corporation
may be used whenever and as authorized by the Board of Directors or a
committee thereof.

      Section 3.  Execution of Instruments.  All deeds, leases, transfers,
contracts, bonds, notes and other instruments and obligations to be entered
into by the Corporation in the ordinary course of its business without
Board of Directors action may be executed on behalf of the Corporation by
the Chairman of the Board, President, any Vice President, Treasurer or any
other Officer, employee or agent of the Corporation as the Board of
Directors may authorize.

                                 ARTICLE IX
                                 ----------

                            Amendment of By-Laws
                            --------------------

      Section 1.  Amendment by Directors.  The Bylaws of the Corporation
may be amended or repealed by the affirmative vote of two-thirds of the
full Board at a duly constituted meeting of the Board of Directors, unless
at the time of such action there shall be an Interested Stockholder, in
which case such action shall also require an affirmative vote of a majority
of the Disinterested Directors then in office at such meeting.  Not later
than the time of giving notice of the annual meeting of stockholders next
following the amending or repealing by the Directors of any Bylaw, notice
thereof stating the substance of such change shall be given to all
stockholder entitled to vote on amending the Bylaws.

      Section 2.  Amendment by Stockholders.  These By-Laws may be amended
or repealed at any duly constituted meeting of stockholders where the
business of amending the By-Laws is properly before the meeting by the
affirmative vote of the holders of a majority of the shares of the capital
stock of the Trust Company at the time outstanding except as otherwise
provided under specific provisions of these By-Laws.


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