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:
           Mary Ann Brown
           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 15,000,000 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 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
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           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;
           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 be 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 $16,000,000.  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.  
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     (a)   Number, Qualifications and Term of Office.  
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           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.
               
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     (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 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 
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              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.  
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     (a)   Neither the Corporation nor any subsidiary of which the Corporation 
           owns at least a majority of the equity securities 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 transactions) 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 
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           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 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. 

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           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 
           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
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           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).
              
     (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.
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The provisions of ME Rev. Stat. Ann.Title 13-A, Section 910 shall not be 
applicable to the Corporation.