**NORTHEAST
      BANCORP**





**BY-LAWS**


**As
        of February 1998**





**ARTICLE
      I**





**MEETINGS
      OF SHAREHOLDERS**





Section
      1.     **Place of
      Meeting**.  All meetings of the shareholders of the Corporation
      shall be held at the principal office of the Corporation in the State of Maine,
      or at such other place, within or without the State of Maine, as may, from
      time
      to time, be fixed by the Board of Directors or as shall be specified or fixed
      in
      the respective notices or waivers of notice thereof.





Section
      2.     **Annual
      Meetings**.  The annual meeting of the shareholders shall be
      held not more than one hundred, thirty-five (135) days after the close of the
      fiscal year of the Corporation, on such date and at such hour as may be fixed
      by
      the Board of Directors and stated in the notice of such meeting or on such
      other
      date and at such time as shall be stated in the notice of the meeting or
      otherwise specified by the President.  The Clerk shall serve
      personally or by mail a written notice not less than ten (10) days nor more
      than
      sixty (60) days before such meeting, addressed to each shareholder at his
      address as it appears on the stock book; but at any meeting at which all
      shareholders not present shall have waived notice in writing, the giving of
      notice as above required, may be foregone.





Section
      3.     **Special
      Meetings**.  A special meeting of the shareholders for any
      purpose or purposes, unless otherwise prescribed by statue, may be called at
      any
      time by the Chairman of the Board, if any, the President, or a Vice-President,
      or by a majority of the Board of Directors, or upon written application
      therefore to the Clerk by the holders of not less than ten percent (10%) of
      the
      shares entitled to vote at the meeting.  Written notice of such
      meeting, stating the purpose for which it is called, shall be served personally,
      or by mail, not less than ten (10) nor more than sixty (60) days before the
      date
      set for such meeting.  If mailed, it shall be directed to every
      shareholder at his address as it appears on the stock book, but, at any meeting
      at which all shareholders shall be present, or of which all shareholders not
      present have waived notice in writing, the giving of notice as above required
      may be foregone.  No business other than that specified in the call
      for the meeting shall be transacted at any special meeting of the
      shareholders.





Section
      4.     **Quorum**.  At each
      meeting of the shareholders, the presence, in person or by proxy, of the holders
      of a majority of the issued and outstanding stock of the corporation entitled
      to
      vote at such meeting, shall constitute a quorum for the transaction of business
      except where otherwise provided by law or by the Articles of Incorporation
      of
      the Corporation or any amendment thereto.  In the absence of a quorum
      at any meeting or any adjournment thereof, the shareholders of the Corporation
      present in person or by proxy and entitled to vote shall have the power to
      adjourn the meeting, from time to time, until shareholders holding the requisite
      amount of stock shall be present or represented.  At any such
      adjourned meeting at which a quorum is present, any business may be transacted
      which might have been transacted at the meeting as originally
      called.  Notice of any adjourned meeting of the shareholders shall not
      be required to be given, except when expressly required by law.





Section
      5.     **Organization**.  The
      Chairman of the Board, if any, or in the absence of the Chairman of the Board,
      the President or a Vice-President, or a Chairman designated by the Board of
      Directors or by the shareholders shall preside at every meeting of the
      shareholders.  In the absence of the Secretary, the presiding officer
      shall appoint a secretary pro tempore.





Section
      6.     **Voting**.  (a)  Each
      shareholder of the corporation having voting rights shall, except as otherwise
      provided by law or by the Articles of Incorporation of the Corporation, at
      every
      meeting of the shareholders be entitled to one vote in person or by proxy for
      each share of the stock of the Corporation registered in his name on the books
      of the Corporation





(1)
            on
                the date fixed pursuant to Section 2 of Article VI of the By-laws
                as the
                record date for the determination of shareholders entitled to vote
                at such
                meeting, notwithstanding the sale, or other disposal or transfer
                on the
                books of the Corporation of such share on or after the date so fixed,
                or





(2)
            if
                no such record date shall have been fixed, then at the date on which
                notice of such meeting is mailed.





(b)     At
      any meeting of shareholders at which a quorum is present, the holders of a
      majority in interest of the stock having voting rights represented thereat
      in
      person or by proxy shall decide any question brought before such meeting unless
      a larger or different vote or proportion is required by law or by the Articles
      of Incorporation of the Corporation or by these By-laws.





(c)     When
      so requested by a majority of the holders of outstanding shares present at
      the
      meeting, a written ballot shall be used for any vote of the
      shareholders.  If a written ballot shall be used, each ballot shall
      state the name of the shareholder voting, the number of shares owned by him,
      and
      if such ballot be cast by proxy, the name of the proxy.





Section
      7.     **Shareholders' Action Without
      Meeting**.  Any action which, under any provision of the Maine
      Business Corporation Act, may be taken at a meeting of shareholders, may be
      taken without such a meeting, if consent in writing, setting forth the action
      so
      taken or to be taken, is signed severally or collectively by the holders of
      all
      the issued and outstanding shares of stock entitled to vote upon such
      action.  The Secretary shall file such consent or consents with the
      minutes of the meetings of the Shareholders.








**ARTICLE
      II**





**BOARD
      OF DIRECTORS**





Section
      1.     **General
      Powers**.  The property, affairs and business of the
      Corporation shall be controlled and managed by the Board of
      Directors.  Without limiting the generality of the foregoing, such
      control shall include the power to:  hire employees, professional,
      clerical and secretarial; enter into employment agreements with employees where
      deemed advisable; determine levels of employee compensation, including wages,
      salaries, bonuses and other fringe benefits; terminate the employment of an
      employee; determine conditions of employment, including hours of work, work
      responsibility, vacation time, and sick leave; authorize the purchase or rental
      of property and determine all policies of the Corporation with regard to the
      conduct of the business of the Corporation.  The Board of Directors
      may, from time to time, delegate particular responsibilities to specified
      officers of the Corporation as it shall deem advisable.  They may
      adopt such rules and regulations for the conduct of their meeting and the
      management of the Corporation not inconsistent with these By-laws, the
      Corporation's Articles of Incorporation, or the laws of the State of Maine
      as
      they may deem proper.





Section
      2.     **Number, qualifications and Term of
      Office**.  The number of directors of the Corporation shall be
      no less than nine (9) and no more than twelve (12).  The number of
      directors who are also employed by the Company or any affiliate of the Company
      shall not exceed three (3). The board will use its best efforts to fill any
      vacancy promptly.  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 a majority
      of the entire Board.  No decrease in the number of directors
      constituting the Board shall shorten the term of any incumbent director.
      Beginning with the 1997 annual meeting of shareholders, Directors shall be
      elected for terms of one year.  No term of an existing director shall
      be shortened to less than their elected term.  Directors need not be
      shareholders or residents of the State of Maine.





Section
      3.     **Manner of
      Election**.  At the annual meeting of shareholders, the persons
      receiving the largest number of votes cast, shall be Directors.





Section
      4.     **Quorum and Manner of
      Acting**.  A majority of the total number of Directors then
      holding office, shall constitute a quorum for the transaction of business at
      any
      meeting except where otherwise provided by statute, the Corporation's Articles
      of Incorporation or these By-laws; but, less than a quorum may adjourn the
      meeting.  At all meetings of the Board of Directors, each Director
      present is to have one vote.  At all meetings of the Board of
      Directors, all questions, the manner of deciding which, is not specifically
      regulated by statute or the Corporation's Articles of Incorporation, shall
      be
      determined by a majority of the Directors present at the meeting.





Section
      5.     **Place of Meeting,
      etc**.  The Board of Directors may hold its meetings and have
      one or more offices at such places within or without the State of Maine as
      the
      Board, from time to time, may determine or, in the case of meetings, as shall
      be
      specified or fixed in the respective notices or waivers of notice
      thereof.





Section
      6.     **Books and
      Records**.  The correct and complete books and records of
      account and minutes of the proceedings of Shareholders and the Board of
      Directors shall be kept at the registered office of the
      Corporation.





Section
      7.     **First
      Meeting**.  The Board of Directors shall meet for the purpose
      of organization, the election of officers and the Clerk, and the transaction
      of
      other business as soon as practicable after each annual election of Directors,
      on the same day and at the same place at which regular meetings of the Board
      are
      held, or as may be otherwise provided by resolution of the
      Board.  Notice of such meeting need not be given.  Such
      meeting may be held at any other time or place which shall be specified in
      a
      notice given as hereinafter provided for special meetings of the Board of
      Directors or in a consent and waiver of notice, thereof, signed by all the
      Directors.





Section
      8.     **Regular
      Meetings**.  Regular meetings of the Board of Directors shall
      be held at such place and at such time as the Board shall, from time to time,
      by
      resolution, determine.  A regular meeting of the board of directors
      shall be held immediately after and at the same place as the annual meeting
      of
      shareholders.  Notice of regular meetings need not be
      given.





Section
      9.     **Special Meetings;
      Notice**.  Special meetings of the Board of Directors shall be
      held whenever called by the Chairman of the Board, if any, or by the President,
      or by the Clerk at the request of any two Directors at the time being in
      office.  Notice of each such meeting shall be mailed to each Director,
      addressed to him at his residence or usual place of business, at least two
      (2)
      days before the day on which the meeting is to be held, or shall be sent to
      him
      at such place by telegraph, cable, radio or wireless, or be given personally
      or
      by telephone, not later than the day before the day on which the meeting is
      to
      be held.  Every such notice shall state the time and place of the
      meeting, but, need not state the purpose thereof.  Notice of any
      meeting of the Board need not be given to any Directors, however, if waived
      by
      him in writing or by telegraph, cable, radio or wireless, whether before or
      after such meeting be held, or if he shall be present at such meeting unless
      his
      attendance at the meeting is expressly for the purpose of objecting to the
      transaction of any business because the meeting is not lawfully convened; and
      any meeting of the Board shall be a legal meeting without any notice thereof
      having been given, if all of the Directors shall be present
      thereat.





Section
      10.     **Resignations**.  Any
      Director of the Corporation may resign at any time by giving written notice
      to
      the President or to the Clerk of the Corporation.  Such resignation
      shall take effect at the time specified therein; and, unless otherwise specified
      therein, the acceptance of such resignation shall not be necessary to make
      it
      effective.





Section
      11.     **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,
      (iii) has failed to act or has acted in a manner which is in derogation of
      the
      Director's duties.





Section
      12.     **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 predecessor 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 the Shareholders.





Section
      13.     **Compensation**.  Directors
      shall receive such compensation for attendance at regular or special meetings
      as
      the Board of Directors shall, from time to time, determine.





Section
      14.     **Directors' Participation in Meeting
      by Telephone**.  A Director may participate in a meeting of the
      Board of Directors by means of conference telephone or similar communication
      equipment enabling all Directors participating in the meeting to hear one
      another.  Participation in a meeting pursuant to this section shall
      constitute presence in person at such meeting.





Section
      15.     **Director's Action Without
      Meeting**.  If all the Directors then holding office severally
      or collectively consent in writing to any action taken or to be taken by the
      Corporation, such action shall be valid as though it had been authorized at
      a
      meeting of the Board of Directors.  The Clerk shall file such consent
      or consents with the minutes of the meetings of the Board of
      Directors.





Section
      16.     **Presumption of
      Assent.**    A director of the Company who is present
      at a meeting of the board of directors at which action on any institutional
      manner is taken shall be presumed to have assented to the action taken unless
      his or her dissent or abstention shall be entered in the minutes of the meeting
      or unless a written dissent to such action shall be filed with the person acting
      as the secretary of the meeting before the adjournment thereof or shall be
      forwarded by registered mail to the secretary of the Company within five (5)
      days after the date on which a copy of the minutes of the meeting is
      received.  Such right to dissent shall not apply to a director who
      voted in favor of such action.








Section
      17.     **Age Limitation on
      Directors.**  No person of an age of 80 years or older will be
      eligible for election, re-election, appointment, or reappointment to the board
      of directors of the savings bank.  No director shall serve as such
      beyond the annual meeting of the savings bank immediately following the
      attainment of the specified age.  This provision shall not apply to
      any director who was a member of the board of Bethel Savings Bank on August
      15,
      1987, or the board of Brunswick Federal Savings on July 10, 1990.








**ARTICLE
      III**





**COMMITTEES**





Section
      1.     **Designation;
      Vacancies**.  The Board of Directors, by a resolution passed by
      a majority of the whole Board, may designate such number of their members not
      less than two (2), including the President of the Corporation, as it may, from
      time to time, determine to constitute an Executive Committee, each member of
      which, unless otherwise determined by the Board, shall continue to be a member
      thereof until the expiration of his term of office as a Director.





Section
      2.     **Powers**.  During
      the intervals between the meetings of the Board of Directors, the Executive
      Committee shall have all of the powers of the Board of Directors in the
      management of the business and affairs of the Corporation, except those
      prescribed by applicable Maine law, and may exercise such powers in such manner
      as the Executive Committee shall deem best for the interests of the Corporation
      in all cases in which specific directions shall not have been given by the
      Board
      of Directors.





Section
      3.     **Procedure; Meetings;
      Quorum**.  The Executive Committee shall make its own rules of
      procedure and shall meet at such times and at such place or places as may be
      provided by such rules or by resolution of the Executive Committee.  A
      majority of the whole number of the members of the Executive Committee shall
      constitute a quorum at any meeting thereof, and the act of a majority of those
      present at a meeting at which a quorum is present shall be the act of the
      Executive Committee.  The Board of Directors shall have power at any
      time to change the members of the Executive Committee, to fill vacancies, and
      to
      discharge the Executive Committee.





Section
      4.     **Other
      Committees**.  The Board of Directors, by resolution passed by
      a majority of the whole Board, may designate members of the board to constitute
      other committees, which shall in each case consist of such number of Directors
      and shall have and may exercise such powers as the Board may determine and
      specify in the respective resolutions appointing them.  Such
      committees shall have such name or names as may be determined, from time to
      time, by resolution adopted by the Board of Directors.  The Board of
      Directors shall have power at any time to change the members of any such
      committee, to fill vacancies, and to discharge any such committee.





Section
      5.     **Compensation**.  Members
      of the Executive Committee or of other committees of the Board of Directors
      shall receive such compensation for their services as members of such committees
      as the Board of Directors shall, from time to time, determine.








**ARTICLE
      IV**





**OFFICERS**





Section
      1.     **Number**.  The
      officers of the Corporation may include a Chairman of the Board and shall
      include a President, Treasurer, Secretary and such other officers as the Board
      of Directors may, from time to time, deem appropriate.  One person may
      hold the office and perform the duties of more than one of said
      officers.  The Corporation shall also have a Clerk, who shall not be
      an officer.





Section
      2.     **Election, Term of Office and
      Qualifications**.  The officers, and the Clerk, shall be
      elected annually by the Board of Directors.  Each officer shall hold
      office, and the Clerk shall remain Clerk of the Corporation, until his successor
      shall have been elected and shall have qualified, or until his death or until
      he
      shall have resigned or shall have been removed in the manner hereinafter
      provided.





Section
      3.     **Removal**.  Any
      officer, or the Clerk, may be removed by the Board of Directors whenever, in
      its
      judgement, the best interests of the Corporation will be served by such
      action.





Section
      4.     **Resignations**.  Any
      officer, or the Clerk, may resign at any time by giving written notice to the
      Board of Directors or to the President or to the Clerk.  Such
      resignation shall take effect at the time specified therein; and, unless
      otherwise specified therein, the acceptance of such resignation shall not be
      necessary to make if effective.





Section
      5.     **Vacancies**.  A
      vacancy in any office, or in the position of Clerk, because of death,
      resignation, removal or any other cause shall be filled for the unexpired
      portion of the term in the manner prescribed in these By-laws for election
      or
      appointment to such office or position of Clerk.





Section
      6.     **The Chairman of the
      Board**.  The Chairman of the Board, if there shall be one,
      shall be elected by the board from among its members who are directors who
      are
      not employed by the Company or any affiliate of the Company, and shall, if
      present, preside at all meetings of the shareholders and of the Board of
      Directors.  Except where, by law, the signature of the President is
      required, he shall possess the same power as the President to sign all
      certificates, contracts and other instruments of the Corporation which may
      be
      authorized by the Board of Directors or by the Executive
      Committee.  He shall, in general, perform all duties incident to the
      office of the Chairman of the Board, subject, however, to the direction and
      control of the Board of Directors and of the Executive Committee, and such
      other
      duties as, from time to time, may be assigned to him by the Board of Directors
      or by the Executive Committee.





Section
      7.     **The
      President**.  The President shall be the chief executive and
      administrative officer of the Corporation and shall have general and active
      supervision and direction over the day-to-day business and affairs of the
      Corporation and over its several officers, subject, however, to the direction
      and control of the Board of Directors and of the Executive
      Committee.  At the request of the Chairman of the Board, or in case of
      his absence or inability to act, the President may act in his
      place.  He shall sign or countersign all certificates, contracts and
      other instruments of the Corporation as authorized by the Board of Directors,
      and shall perform all such other duties as, from time to time, may be assigned
      to him by the Board of Directors or the Executive Committee.





Section
      8.     **The
      Vice-Presidents**.  Each Vice-President shall have such powers
      and perform such duties as the Board of Directors may, from time to time,
      prescribe.  At the request of the President, or in case of his absence
      or inability to act, any Vice President may act in his place, and when so acting
      shall have all the powers and be subject to all the restrictions of the
      President.





Section
      9.     **The Clerk.**  The
      Clerk, who shall be an inhabitant of the State of Maine and shall keep his
      office therein, shall perform the functions provided in the Maine Business
      Corporation Act, as it may be amended.  The Clerk shall keep, or cause
      to be kept in books provided for the purpose the minutes of the meetings of
      the
      shareholders and of the Board of Directors; shall see that all notices are
      duly
      given in accordance with the provisions of these By-laws and as required by
      law;
      shall be the custodian of the records, stock certificates records and of the
      seal of the corporation and see that the seal is affixed to all documents the
      execution of which on behalf of the Corporation under its seal is duly
      authorized in accordance with the provisions of these By-laws.





Section
      10.     **The
      Secretary**.  The Secretary shall perform such duties and have
      such powers as are required or permitted by law and as the Board of Directors
      shall, from time to time, designate.  In his absence, an Assistant
      Secretary or a secretary pro tempore shall perform his duties, and the Assistant
      Secretary shall have such other powers and duties as the Board of Directors
      shall, from time to time, designate.  In the absence of the Clerk, the
      Secretary shall keep or cause to be kept, in books provided for the purpose,
      the
      minutes of the meetings of the shareholders and of the Board of Directors and
      shall perform such other functions as are provided to be performed by the
      Clerk.





Section
      11.     **The
      Treasurer**.  The Treasurer shall be the financial officer of
      the Corporation; shall have charge and custody of, and be responsible for,
      all
      funds of the Corporation, and deposit all such funds in the name of the
      Corporation in such banks, trust companies or other depositories as shall be
      selected by the Board of Directors; shall receive, and give receipts for, moneys
      due and payable to the Corporation from any source whatsoever; and in general,
      shall perform all the duties incident to the office of Treasurer and such other
      duties as, from time to time, may be assigned to him by the Board of Directors
      or by the President.





Section
      12.     **Salaries**.  The
      salaries of the Chairman of the Board, President, Treasurer, Secretary, other
      officers and the Clerk, shall be fixed, from time to time, by the Board of
      Directors.  No officer or the Clerk shall be prevented from receiving
      such salary by reason of the fact that he is also a Director of the
      Corporation.








**ARTICLE
      V**





**CONTRACTS,
      CHECKS, NOTES, ETC.**





Section
      1.     **Execution of
      Contracts**.  All contracts and agreements authorized by the
      Board of Directors, and all checks, drafts, notes, bonds, bills of exchange
      and
      orders for the payment of money shall, unless otherwise directed by the Board
      of
      Directors, or unless otherwise required by law, be signed by any two of the
      following officers:  The Chairman of the Board, President,
      Vice-President, Treasurer, or Secretary.  The Board of Directors may,
      however, authorize any one of said officers to sign checks, drafts and orders
      for the payment of money singly and without necessity of counter signature,
      and
      may designate officers and employees of the Corporation other than those named
      above, or different combinations of such officers and employees, who may, in
      the
      name of the Corporation, execute checks, drafts, and orders for the payment
      of
      money on its behalf.





Section
      2.     **Loans**.  No loans,
      to the Corporation, shall be contracted on behalf of the Corporation and no
      negotiable paper shall be signed in its name unless authorized by resolution
      of
      the Board of Directors.  When authorized by the Board of Directors to
      do so, any officer or agent of the Corporation thereunto authorized may effect
      loans and advances at any time for the Corporation from any bank, trust company
      or other institution, or from any firm, corporation or individual, and for
      such
      loans and advances may make, execute and deliver promissory notes, bonds or
      other certificates or evidences of indebtedness of the Corporation and, when
      authorized so to do, may pledge, hypothecate or transfer any securities or
      advances.  Such authority may be general or confined to specific
      instances.








**ARTICLE
      VI**





**STOCK
      AND DIVIDENDS**





Section
      1.     **Certificate of
      Stock**.  Every stockholder shall be entitled to have a
      certificate certifying the number of shares owned by him in the
      Corporation.  The certificates shall be in such form as the Board of
      Directors shall approve.  They shall be signed by the President and
      countersigned by the Secretary and may be sealed with the seal of the
      Corporation or a facsimile thereof.  Such certificates shall be
      transferable on the stock books of the Corporation in person or by attorney,
      but, except as hereinafter provided in the case of loss, destruction or
      mutilation of certificates, no transfer of stock shall be entered until the
      previous certificate, if any, given for the same shall have been surrendered
      and
      cancelled.





A
      record
      of shareholders giving the names and addresses of all shareholders and the
      number and class of the shares held by each, shall be kept at the Corporation's
      registered office or principal place of business.





The
      person in whose name shares of stock stand on the books of the Corporation
      shall
      be deemed the owner thereof for all purposes as regards the
      Corporation.





The
      Board
      of Directors may make such rules and regulations as it may deem expedient,
      not
      inconsistent with these By-laws, concerning the issue, transfer and registration
      of certificates for shares of the capital stock of the Corporation.





Section
      2.     **Closing of Transfer Books or Fixing
      of Record Date**.  For the purpose of determining shareholders
      entitled to notice of or to vote at any meeting of shareholders or any
      adjournment thereof, or shareholders entitled to receive payment of any
      dividend, or in order to make a determination of shareholders for any other
      proper purpose, the Board of Directors of the Corporation may provide that
      the
      stock transfer books shall be closed for a stated period but not to exceed,
      in
      any case, sixty (60) days.  If the stock transfer books shall be
      closed for the purpose of determining shareholders entitled to notice of or
      to
      vote at a meeting of shareholders, such books shall be closed for at least
      ten(10) days immediately preceding such meeting.  In lieu of closing
      the stock transfer books, the Board of Directors may fix in advance a date
      as
      the record date for any such determination of shareholders, such date in any
      case to be not more than sixty (60) days and, in case of a meeting of
      shareholders, not less than ten (10) days prior to the date on which the
      particular action, requiring such determination of shareholders, is to be
      taken.





Section
      3.     **Lost, Destroyed or Mutilated
      Certificates**.  In case of loss, destruction or mutilation of
      any certificate of stock, another may be issued in its place upon proof of
      such
      loss, destruction or mutilation and upon satisfying such other requirements
      as
      the Board of Directors shall specify, including such provision for indemnity
      as
      may seem advisable to the Board of Directors.





Section
      4.     **Dividends**.  Subject
      to the provisions of the Articles of Incorporation of the Corporation, and
      to
      the extent permitted by law, the Board of Directors may declare dividends on
      the
      shares of stock of the Corporation at such times and in such amounts as, in
      its
      opinion, are advisable in view of the condition of the affairs of the
      Corporation.








**ARTICLE
      VII**





**FISCAL
      YEAR**





The
      fiscal year of the Corporation shall be fixed by the Board of
      Directors.








**ARTICLE
      VIII**





**SEAL**





The
      Board
      of Directors shall provide a corporate seal which shall be in the form of a
      circle and shall bear the name of the Corporation and words and figures
      indicating the year and state in which the Corporation was
      incorporated.








**ARTICLE
      IX**





**WAIVER
      OF NOTICE**





Whenever
      any notice is required to be given to any shareholder or Director by these
      By-laws or the Articles of Incorporation or the laws of the State of Maine,
      a
      waiver of the notice in writing, signed by the person or persons entitled to
      the
      notice, whether before or after the time stated therein, shall be deemed
      equivalent to giving the notice.








**ARTICLE
      X**





**INDEMNIFICATION**





Section
      1.     **Power to
      Indemnify.**  To the extent permitted by law or regulation, the
      Company shall indemnify any person who was or is a director, executive officer
      or secretary of the corporation, and may indemnify any other person who is
      or
      was a party, or is threatened to be made a party, to any threatened, pending
      or
      completed action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative, by reason of the fact that he is or was a director, officer,
      employee or agent of the Company, or is or was serving at the request of the
      Company as a member, director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, as
      follows:





(a)  if
      the action, suit or proceeding is not by or in the right of the Company, against
      expenses (including attorneys' fees), and against judgements, fines and amounts
      paid in settlement actually and reasonably incurred by him in good faith and
      in
      a manner he reasonably believed to be in or not opposed to the best interest
      of
      the Company, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe this conduct was unlawful (the termination of any
      action, suit or proceeding by judgement, order, settlement or conviction or
      upon
      a plea of nolo contendere or its equivalent shall not, of itself, create a
      presumption that the person acted or failed to act other than in good faith
      and
      in a manner which he reasonably believed to be in or not opposed to the best
      interest of the Company, and, with respect to any criminal action or proceeding,
      had reasonable cause to believe that his conduct was unlawful);





(b)  if
      the action, suit or proceeding is by or in the right of the Company, to procure
      a judgement in its favor, against expenses (including attorneys' fees) but
      excluding judgements and fines, and, except as hereinafter set forth, amounts
      paid in settlement, actually and reasonably incurred by him in connection with
      the defense of settlement of such action, suit or proceeding if he acted in
      good
      faith and in a manner he reasonably believed to be in or not opposed to the
      best
      interests of the Company, except that no indemnification shall be made in
      respect of any claim, issue or manner as to which such person shall have been
      adjudged to be liable to the Company for negligence or misconduct in the
      performance of his duty to the Company unless and only to the extent that the
      court in which such action, suit or proceeding was brought shall determine
      upon
      application that, despite the adjudication of liability but in view of all
      the
      circumstances of the case, such person is fairly and reasonably entitled to
      indemnity for such expenses which such court shall deem proper.





Section
      2.     **Right to
      Indemnification.**  To the extent that a director, officer,
      employee or agent of the Company has been successful on the merits or otherwise
      in defense of any civil or criminal action, suit or proceeding referred to
      above, or in defense of any claim, issue or matter therein, he shall be
      indemnified against expenses (including attorneys' fees) actually and reasonably
      incurred by him in connection therewith.





Section
      3.     **Procedure to be
      Followed.**  Any indemnification under (a) or (b) above, shall
      be made by the Company only as authorized in the specific case upon a
      determination that indemnification of the director, officer, employee or agent
      is proper in the circumstances because he has met the applicable standard of
      conduct set forth in such paragraph (a) or (b).  Such determination
      shall be as follows:





(a)  by
      a majority vote of a quorum of the board of directors consisting only of
      directors who were not parties to such action, suit or proceeding,
      or





(b)  if
      such a quorum is not obtainable, or, even if obtainable, a quorum of
      disinterested directors so directs, by a written opinion of independent legal
      counsel appointed by a majority of the disinterested directors for that purpose,
      or,





(c)  by
      the court or other body before which the action, suit or proceeding is or was
      pending upon application made by the Company or the director, officer, employee
      or agent, or the attorney or to the person rendering services in connection
      with
      the defense, whether or not such application by the director, officer, employee
      or agent, or attorney or other person is opposed by the Company and in any
      such
      case indemnification may include the expenses (including attorneys' fees)
      actually and reasonably paid in connection with such application.





Section
      4.     **Payment of Expenses in
      Advance.**  Expenses (including attorneys' fees) incurred in
      defending a civil or criminal action, suit or in a proceeding referred to above
      may be paid by the Company in advance of the final disposition if such action,
      suit or proceeding as authorized by the board of directors in the manner
      provided above upon receipt of an undertaking by or on behalf of the director,
      officer, employee or agent to repay such amount unless it shall ultimately
      be
      determined that he is entitled to be indemnified by the Company, as authorized
      in these bylaws.





Section
      5.     **Other
      Rights.**  The indemnification provided by these bylaws shall
      not be deemed exclusive of any other rights to which a person seeking
      indemnification may be entitled under any statute, agreement, vote of
      disinterested directors or otherwise, both as to action in his official capacity
      and as to action in another capacity while holding such office, and shall
      continue as to a person who has ceased to be a director, officer, employee
      or
      agent and shall inure to the benefit of the heirs, executors and administrators
      of such a person.





Section
      6.     **Insurance.**The
      Company shall have power to purchase and maintain insurance on behalf of any
      person who is or was a director, officer, employee or agent of the Company
      or is
      or was serving at the request of the Company as a member, director, officer,
      employee or agent of another corporation, partnership, joint venture, trust
      or
      other enterprise, against any liability asserted against him and incurred by
      him
      in any such capacity, or arising out of his status as such, whether or not
      the
      Company would have the power to indemnify his against such liability under
      the
      provisions of these bylaws.








**ARTICLE
      XI**





**EMERGENCY
      PREPAREDNESS**





In
      the
      event of an emergency in the conduct of the business of the Company resulting
      from an attack on the continental United States or any other such disaster
      resulting in a major disruption of the conduct of the business of the
      Company:





1.
            The
                officers and employees of the Company shall continue to conduct the
                business of the Company under such guidance from the Board of Directors
                as
                may be available, except as to matters which by statue require specific
                approval of the Board of Directors, and subject to any directive
                of duly
                constituted authority during
                emergency.





2.
            In
                the absence or disability of any officer, or upon the refusal of
                any
                officer to act, the Board of Directors may delegate for the time
                being
                that officer's powers and duties to any other officer or
                director.





3.
            In
                the event of an emergency so severe as to prevent the conduct and
                management of the business of the Company by the Board of Directors
                and
                the officers as contemplated by these by-laws, any two or more available
                directors shall constitute an interim Executive Committee for the
                full
                conduct and management of the business of the Company, subject to
                such
                regulations as the Board of Directors may from time to time adopt
                for
                emergency preparedness, until such time as the interim Executive
                Committee
                determines that the Company can resume the conduct and management
                of the
                business of the Company in the manner contemplated by the
                by-laws.





4.
            If,
                as a consequence of an emergency, the Chief Executive Officer of
                the
                Company cannot be located or is unable to assume and continue his
                normal
                executive duties, then his powers and duties shall, without further
                action
                of the Board of Directors, be assumed by one of the following officers
                in
                the seniority set forth:





(a)
      President(unless he is serving as Chief Executive Officer)


(b)
      Executive Vice President


(c)
      Senior Vice Presidents (in order of seniority)


(d)
      Treasurer





The
      officer so assuming the powers and duties of the Chief Executive Officer shall
      continue to serve until the majority of the available directors certify in
      writing that either he is unable to serve longer in that capacity or an officer
      senior to him is available to assume the powers and duties of the Chief
      Executive Officer.





5.
            If,
                as a consequence of an emergency, the Treasurer of the Company cannot
                be
                located or is unable to assume and continue his normal duties, then
                the
                powers and duties of the Treasurer shall, without further action
                of the
                Board of Directors, be assumed by one of the following officers in
                the
                seniority set forth:





(a)
      President(unless he is serving as Chief Executive Officer)


(b)
      Executive Vice President


(c)
      Senior Vice Presidents (in order of seniority)


(d)
      Assistant Treasurer or Comptroller.





The
      officer so assuming the powers and duties of the Treasurer shall continue to
      serve until the majority of the available directors certify in writing that
      either he is unable to serve longer in that capacity or an officer senior to
      him
      is available to assume the powers and duties of the Treasurer





Anyone
      dealing with the Company may accept a certificate of two or more officers that
      a
      specified individual is the acting Treasurer hereunder and rely upon that
      certificate to remain in full force and effect until modified or cancelled
      by a
      certificate of change signed by three officers of the Company.





6.
            If
                during such emergency, or as a consequence thereof, the business
                of the
                Company cannot be conducted and managed at its main office, business
                may
                be conducted and managed at such temporary location or locations
                as may be
                designated by the Board of Directors or by its interim Executive
                Committee
                for which provision is made above; and the business of the Company
                shall
                be returned from the temporary location or locations to the main
                office of
                the Company as soon as practicable.








**ARTICLE
      XII**





**AMENDMENTS,
      ETC.**





Section
      1.     **Amendments**.  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 meeting
      expressly called for that purpose.





Section
      2.     **Supplemental
      Resolutions**.  The Board of Directors by resolution, adopted
      by (i) two-thirds of the Directors who are not affiliated with any acquiring
      or
      offering person in the case of Sections 2 and 4 of Exhibit B to the Articles
      of
      Incorporation or (ii) a majority of the Directors in all other cases, may
      supplement, interpret, clarify or enforce the provisions of the Articles of
      Incorporation and By-laws.  Such resolution shall be binding and may
      be relied upon for all purposes provided that the resolution is not inconsistent
      with law, the Articles of Incorporation or these By-laws.





*****