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                        NORTHEAST BANCORP
                    ARTICLES OF INCORPORATION

FIRST:    The name of the corporation is NORTHEAST BANCORP.

SECOND:   The name of its Clerk, who must be a Maine resident, and the address 
          of its registered office shall be:  
          Ariel Rose Gill
          232 Center Street, Auburn, Maine  04212

THIRD:    The number of directors constituting the initial board of directors 
          of the corporation is nine, as follows:
          Gordon M. Gillies, 3 Broad St, Bethel, Maine 04217
          E. Louise Lincoln, PO Box 527, Bethel, Maine 04217
          John W. Trinward, 8 Vernon St, Bethel, Maine 04217
          Stephen W. Wight, RFD 2, Box 1688, Bethel, Maine 04217
          Edmond J. Vachon, Paradise St, Bethel, Maine 04217
          Ronald C. Kendall, PO Box 1, Bethel, Maine 04217
          Norris T. Brown, Clark St, Bethel, Maine 04217
          Philip C. Jackson, 12 Smith St, Bethel, Maine 04217
          James D. Delamater, Route 121, Oxford, Maine 04270

FOURTH:   The board of directors is authorized to increase or decrease the 
          number of directors.  The minimum number shall be nine directors and 
          the maximum number shall be twelve directors.

FIFTH:    SHARES - There shall be 3,000,000 authorized shares of $1.00 par 
          value Common Stock, which may be issued by the Corporation from time 
          to time by vote of the Board without the approval of the holders of 
          the Common Stock. Upon payment of lawful consideration, such shares 
          shall be deemed to be fully paid and nonassessable.  Except as the 
          Board shall have otherwise specified or except as otherwise provided 
          by law, voting power shall be vested exclusively in the Common Stock.
          The holders of the Common Stock shall be entitled to one vote for 
          each share of Common Stock owned.  Dividends, as declared by the 
          Board out of lawfully available funds, shall be payable on the Common
          Stock subject to any rights or preferences of the Preferred Stock.

          There shall be 1,000,000 authorized shares of $1.00 par value 
          Preferred Stock which may be issued from time to time in one or more 
          series as may be determined by the Board of Directors of the 
          Corporation.  Each series of Preferred is to be distinctly designated
          to distinguish the shares in the series from the shares of all other 
          series and classes.  The relative rights and preferences of the 
          Preferred Stock and the variations of rights and preferences between 
          different series of Preferred Stock may be fixed and determined by 
          the Board of Directors by resolution or resolutions adopted prior to 
          the issuance of any shares of a particular series of Preferred Stock.
          All shares of Preferred shall be identical except as to the following
          relative rights and preferences, as to which there may be variations 
          between different series:

          a.   The rate of dividend;
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          b.   Whether shares may be redeemed and, if so, the redemption price 
               and the terms and conditions of redemption;
          c.   The amount payable upon shares in event of voluntary and 
               involuntary liquidation;
          d.   Sinking fund provisions, if any, for the redemption or purchase 
               of shares;
          e.   The terms and conditions, if any, on which shares may be 
               converted; or
          f.   Voting rights, if any.

          Upon any liquidation, dissolution or winding up of the affairs of the
          Corporation, whether voluntary or involuntary, holders of Common 
          Stock are entitled to receive pro rata the remaining assets of the 
          Corporation after the holders of Preferred Stock have been paid in 
          full any sums to which they may entitled.
            
          There shall be no cumulative voting for Directors or otherwise.
          
                                     SUMMARY
          
          The aggregate par value of all authorized shares (of all classes) 
          having a par value is $4,000,000.  The total number of authorized 
          shares (of all classes) without par value is zero shares.

SIXTH:    Meetings of the shareholders may be held outside the State of Maine.

SEVENTH:  There are no preemptive rights.

EIGHTH:   INTERNAL AFFAIRS OF THE CORPORATION

     Section 1. 
     __________
     (a)  Number, Qualifications and Term of Office.
          __________________________________________
          Subject to the provisions hereof relating to the initial Board, the 
          number of directors of the corporation shall be no less than 9 and no
          more than 12.  The exact number of Directors within the minimum and 
          maximum limitations specified in the preceding sentence shall be 
          fixed from time to time by the Board pursuant to a resolution adopted
          by the majority of the entire Board.  No decrease in the number of 
          directors constituting the Board shall shorten the term of any 
          incumbent director.  Each Director elected to succeed those directors
          whose terms expire at or after the 1997 annual meeting of 
          Shareholders shall be elected to serve until the next annual meeting 
          of shareholders and until his or her successor is elected and 
          qualified.  Directors need not be Shareholders or residents of the 
          State of Maine.
      
     (b)  Vacancies.
          __________
          Any vacancy in the Board caused by death, resignation, retirement,
          disqualification, removal or other cause, shall be filled by a 
          majority vote of the remaining Directors, though less than a quorum. 
          A Director so chosen shall hold office for the unexpired term of 
          their predecessors in office.  Any Directorship to be filled by 
          reason of an increase in the authorized number of directors may be 
          filled by the Board for a term of office continuing only until the 
<PAGE> 27

          next election of Directors by Shareholders.

     (c)  Removal of Directors. 
          _____________________
          At any meeting of Shareholders called expressly for the purpose, any 
          Director may be removed from office by the affirmative vote of the 
          holders of seventy-five percent (75%) of the shares entitled to vote 
          or if removal is for cause, then by a majority of the shares then 
          entitled to vote.  For "cause" shall mean a final adjudication by a 
          court of competent jurisdiction that the Director (i) is liable for
          negligence or misconduct in the performance of his duty, (ii) guilty 
          of a felony conviction, or (iii) has failed to act or has acted in a 
          manner which is in derogation of the Director's duties.

     (d)  Nomination of Directors.  
          ________________________
          In addition to the right of the Board to make nominations for the 
          election of Directors, nominations for the election of Directors may 
          be made by any Shareholder entitled to vote for the election of 
          Directors if that Shareholder complies with all of the following 
          provisions:

          a.   Advance notice of such proposed nomination shall be received by 
               the Secretary of the Corporation not less than thirty (30) days 
               nor more than sixty (60) days prior to any meeting of the 
               Shareholders called for the election of the Directors; provided,
               however, that if fewer than fourteen (14) days' notice of the 
               meeting is given to Shareholders, such written notice of a 
               proposed nomination shall be received not later than the close
               of the tenth day following the day on which the notice of the 
               meeting was mailed to Shareholders.

          b.   Each notice shall set forth (i) the name, age, business address 
               and, if known, residence address of each nominee proposed in 
               such notice, (ii) the principal occupation or employment of each
               such nominee; and (iii) the number of shares of stock of the 
               Corporation which are beneficially owned by each such nominee.  
               In addition, the Shareholder making such nomination shall 
               promptly provide any other information reasonably requested by 
               the Corporation.

          c.   The nomination made by a Shareholder may only be made in a 
               meeting of the Shareholders of the Corporation called for the 
               election of Directors at which such Shareholder is present in 
               person or by proxy, and can only be made by a Shareholder who 
               has complied with the notice provisions of (a) and (b) above.

          d.   The Chairman of the meeting may in his discretion determine and
               declare to the meeting that a nomination was not made in 
               accordance with the foregoing procedures, and if he should so 
               determine, he shall so declare to the meeting and the defective 
               nomination shall be disregarded.
               
     Section 2.  Voting for Business Combinations.  
     _____________________________________________
     (a)       Neither the Corporation nor any subsidiary of which the 
               Corporation owns at least a majority of the equity securities 
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               ordinarily entitled to vote for the election of Directors 
               ("Subsidiary"), shall be a party to any of the transactions 
               specified herein (a "Business Combination") or enter into any 
               agreement providing for any Business Combination unless the 
               conditions specified in (b), (c) and (d) below shall have been 
               satisfied:

          (i)   any merger or consolidation (whether in a single transaction or
                a series of related transaction) other than a merger or 
                consolidation of the Corporation and any of its subsidiaries or
                a merger or consolidation of any subsidiaries of the 
                Corporation; or
                 
          (ii)  any sale, lease, exchange, transfer or distribution of all or 
                substantially all or a substantial portion of the property or 
                assets of the Corporation or any of its subsidiaries, including
                its goodwill; or
                
          (iii) the issuance of any securities, or of any rights warrants or 
                options to acquire any securities of the Corporation or any of 
                its subsidiaries, to any Shareholders other than by stock 
                dividend declared and paid to all Shareholders of the 
                Corporation or pursuant to an employee stock ownership plan or 
                an employee stock option plan established by the Corporation; 
                or

          (iv) any reclassification of the stock of the Corporation or any of 
               its subsidiaries or any recapitalization or other transaction 
               (other than a redemption of stock) which has the effect, 
               directly or indirectly, of increasing the proportionate share of
               stock of the Corporation or any of its subsidiaries held by any 
               person; or

          (v)  the dissolution of the Corporation or any subsidiary thereof or 
               any partial or complete liquidation of the Corporation or any 
               subsidiary thereof.

     (b)  The vote of the holders of at least eighty percent (80%) of the 
          outstanding shares entitled to vote for the election of Directors 
          shall be required to approve or authorize any Business Combination to
          which the Corporation or any Subsidiary is party unless the aggregate
          of the cash and fair market value of the consideration to be paid to 
          all the holders of the Common Stock of the Corporation in connection 
          with the Business Combination (when adjusted for stock splits, stock 
          dividends, reclassification of shares or otherwise) shall be equal to
          the highest price per share paid by the other party or parties to the
          Business Combination (the "Acquiring Party") in acquiring any of the
          Corporation's Common Stock; provided however, that the consideration 
          to be paid to the holders of the Common Stock of the Corporation 
          shall be in the same form as that paid by the Acquiring Party in 
          acquiring the shares of the Common Stock held by it except to the 
          extent that any Stockholder of the Corporation shall otherwise agree.

     (c)  Subject to the provisions in (b) above, the vote of the holders of at
          least seventy-five percent (75%) of the outstanding shares entitled 
          to vote for the election of Directors shall be required to approve or
          authorize any Business Combination to which the Corporation or any 
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          Subsidiary is a party unless the Business Combination shall have been
          approved by at least two-thirds (2/3) of the Directors of the 
          Corporation who are not affiliated with, or Shareholders of, the 
          Acquiring Party.
         
          In connection with the exercise of its judgment in determining what 
          is in the best interests of the Corporation and of the Shareholders, 
          when evaluating a Business Combination or a proposal by another 
          person or persons to make a Business Combination or a tender or 
          exchange offer, the Board may, in addition to considering the 
          adequacy of the amount to be paid in connection with any such 
          transaction, consider all of the following factors and other factors 
          which it deems relevant:  (i) the social and economic effects of the 
          transaction on the Corporation and its subsidiaries, employees, 
          depositors, loan and other customers, creditors and other elements of
          the communities in which the Corporation and its subsidiaries operate
          or are located; (ii)  the business and financial condition and 
          earnings prospects of the acquiring person or persons, including but 
          not limited to debt service and other existing financial obligations,
          financial obligations to be incurred in connection with the 
          acquisition, and other likely financial obligations of the acquiring 
          person or persons, and the possible effect of such conditions upon 
          the Corporation and its subsidiaries and the other elements of the 
          communities in which the Corporation and its subsidiaries operate or 
          are located; and (iii) the competence, experience and integrity of 
          the acquiring person or persons and its or their management.
          
     (d)  In the event that all of the conditions set forth in (b) and (c) 
          above are met, the Corporation or any Subsidiary may enter into any 
          Business Combination under the terms and conditions specified in the 
          Maine Business Corporation Act.
         
     (e)  The affirmative vote of the holders of at least eighty percent (80%) 
          of all of the shares of the Corporation entitled to vote for the 
          election of Directors shall be required to amend or repeal, or to 
          adopt any provisions in contravention of or inconsistent with this 
          Section 2, notwithstanding the fact that a lesser percentage may be 
          specified by law.
     
     Section 3.  Special Meetings and Consent Meetings.  
     __________________________________________________
     Special meetings of the Shareholders may be called by the Chairman, 
     President, the Board, or by the Secretary upon written request of the 
     holders of not less than ten percent (10%) of all the shares entitled to 
     vote.

     Section 4.  Acquisition of Stock.  
     _________________________________
     (a)  Restrictions on Offers and Acquisitions. 
          ________________________________________
          For a period of five (5) years from the effective date of the 
          conversion, no person shall directly or indirectly offer to acquire 
          or acquire the beneficial ownership of (i) more than ten percent 
          (10%) of the issued and outstanding shares of any class of an equity 
          security of the Corporation; (ii) more than ten percent (10%) of any 
          class of securities convertible into, or exercisable for, any class 
          of an equity security of the Corporation; (iii) any securities 
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          convertible into, or exercisable for, any equity securities of the 
          Corporation if assuming conversion or exercise by such person of all 
          securities of which such person is the beneficial owner which are 
          convertible into, or exercisable for, such equity securities (but of 
          no securities convertible into, or exercisable for, such equity 
          securities of which such person is not the beneficial owner), such 
          person would be the beneficial owner of more than ten percent (10%) 
          of any class of an equity security of the Corporation.

          For the same five year period, each share beneficially owned in 
          violation of the foregoing percentage limitation, as determined by 
          the Board, shall not be voted by any person or counted as voting 
          shares in connection with any matter submitted to the shareholders 
          for a vote.

          For the purposes of this Section 4:

          (i)   The term "person" shall mean and include any individual, group 
                acting in concert, Corporation, partnership, or other 
                organization or entity, together with its affiliates and 
                associates; and

          (ii)  The term "offer" includes every offer to buy or acquire, 
                solicitation of an offer to sell, tender offer for, or request 
                or invitation for tenders of, a security (including, without 
                limitation, shares of any class of capital stock of the 
                Corporation) or interest in a security for value.
                
          (iii) The term "conversion" shall mean the completed process whereby 
                Bethel Savings, FSB Bank will be converted from a federally 
                chartered mutual savings bank to a federally charted stock 
                savings bank and Bethel Bancorp shall become the holding 
                company for Bethel Savings Bank, FSB.

     (b)  Exclusion for Underwriters, Directors, Officers and Employees.  
          ______________________________________________________________
          The restriction contained in this Section 4 shall not apply to any 
          offer with a view toward public resale made exclusively to the 
          Corporation or the underwriters or a selling group acting on its 
          behalf.  In addition, the Directors, Officers and employees of
          the Corporation or any subsidiary thereof shall not be deemed to be a
          group with respect to their individual acquisition of equity stock of
          the Corporation.

     (c)  Readoption of Restriction by Shareholders.  
          __________________________________________
          This Section 4 may be readopted for additional one-year or  longer 
          periods by vote of the holders of a majority of the outstanding 
          voting shares present or represented at a duly convened annual or 
          special meeting of Shareholders of the Corporation.

     (d)  Exception in Cases of Advance Approval.  
          _______________________________________
          This Section 4 shall not apply to any offer or acquisition referred 
          to in (a) above if such offer or acquisition was approved in advance 
          of such offer or acquisition by two-thirds (2/3) of the entire Board 
          utilizing the standard set forth in Section 2(c).
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     (e)  Enforcement of this Section 4.  
          ______________________________
          The Corporation may by law or by resolution of the Directors adopt 
          such provisions or resolutions as are necessary to provide for the 
          enforcement of this Section 4.

     (f)  Amendments of this Section 4.  
          _____________________________
          Notwithstanding any other provisions of these Articles of 
          Incorporation or the By-Laws of the Corporation, and notwithstanding 
          the fact that some lesser percentage may be specified by law, this 
          Section 4 shall not be amended, altered, changed or repealed without:

          a.  the affirmative vote of two-thirds (2/3) of the Board; and

          b.  the affirmative vote by the holders of at least two-thirds (2/3)
               of the outstanding shares entitled to vote.

          This vote shall be in addition to any vote of the Preferred Stock as 
          may be required by the provisions of any series thereof or applicable
          by law.

          The readoption of Section 4 for additional one-year or longer 
          periods, as provided in (c) above, shall not be an amendment, 
          alteration or change for the purposes of this paragraph.
          
     Section 5.  Amendments.  
     _______________________
     (a)  Amendments to Articles of Incorporation.  
          ________________________________________
          Except as otherwise provided for in the Articles above, the 
          affirmative vote of the holders of at least two-thirds (2/3) of all 
          of the shares of the Corporation entitled to vote for the election of
          Directors, shall be required to amend or repeal, or to adopt any 
          provision in contravention of or inconsistent with these Articles 
          notwithstanding the fact that a lesser percentage may be specified by
          law.
          
     (b)  Amendments to By-Laws.  
          ______________________
          The By-Laws of the Corporation may be amended at any time by the 
          affirmative vote of a majority of the entire Board, subject to 
          repeal, change or adoption of any contravening or inconsistent 
          provision only by vote of the holders of at least two-thirds (2/3) of
          all the shares entitled to vote on the matter at a meetings expressly
          called for that purpose.

     Section 6.  Right of Shareholders Following Control Transaction.
     ________________________________________________________________
     The provisions of ME Rev. Stat. Ann.Title 13-A, Section 910 shall not be 
     applicable to the Corporation.