SLADE'S FERRY BANCORP

                                  AMENDED
                                  By-Laws

                                 ARTICLE I

                           Name, Location and Seal

The name of this corporation (hereinafter in these By-Laws called the
"corporation or the Bancorp") is Slade's Ferry Bancorp(1) or such other name
as may hereafter be adopted in accordance with law. The main office of the
Bancorp shall be located in Somerset, Massachusetts, subject to change as
authorized by law. The seal shall be circular in form with the name of the
corporation, its state of incorporation and the year thereof inscribed
thereon.

                                ARTICLE II

                               Stockholders

      Section 1.  Place.  Meetings of the stockholders shall be held at the
principal office of the corporation in Massachusetts or at such other place
within or without the Commonwealth as may be named in the call.

      Section 2.  Annual Meetings.  The annual meeting of stockholders shall
be held the second Monday in April in each year, commencing, in 1997(2) or,
in any year in which said day is a legal holiday, on the next succeeding
business day, other than Saturday, which is not a legal holiday, at such
hour as shall be specified in the notice of the meeting.

____________
<F1>  Amended December 1996, effective January 1, 1997
<F2>  Amended March, 1996

      The business of such meeting shall include the election of  Directors
and the election of the Clerk/Secretary. Additional business may be brought
before such meeting by the President, by five or more directors or by
stockholders of record holding, in total, not less than ten per cent of the
capital stock of the Corporation at the time issued and outstanding, by
delivering to the Clerk/Secretary, at least thirty days before the date of
such meeting, a written agenda of additional business stating the nature of
such additional business.

      Section 3.  Special Meetings.  Special meetings of stockholders may be
called by the President, by five or more Directors, or by stockholders of
record holding not less than ten per cent of the voting capital stock of the
Bancorp at the time issued and outstanding, by delivering to the
Clerk/Secretary a written call of such meeting, stating the nature of the
business to be conducted thereat.

      Section 4.  Notice.  A written notice of the date, place and hour of
all meetings of stockholders shall be given by the Clerk/Secretary (or by
any other officer who is entitled to call such a meeting) at least seven (7)
days before the meeting to each stockholder who is entitled to such notice,
by leaving such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears in the records of the corporation.
Notice of a meeting need not be given to a stockholder if a written waiver
of notice, executed before or after the meeting by such stockholder or his
attorney thereunto duly authorized, is filed with the records of the
meeting.

      Section 5.  Conduct of Meetings.  A majority of the outstanding
capital stock of the Bancorp entitled to vote thereat, represented in person
or by proxy, shall constitute a quorum for the transaction of business at
any meeting of stockholders. Stockholders, at any meeting, shall have one
vote for each share of stock held and a proportionate vote for each
fractional share.

      The act of a majority in interest of those stockholders present at any
meeting at which there is a quorum shall be the act of the corporation. Less
than a quorum may adjourn any meeting from time to time until a quorum is
present.

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

      Section 6.  Stock Certificates.  Stock certificates shall be signed by
any two of the following officers: The Chairman of the Board of Directors,
the President, the Executive Vice-President, the Senior Vice-President, and
the Treasurer and shall bear the seal of the Bancorp. In case of the alleged
loss or destruction or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof upon such terms as the Board of
Directors may prescribe.

      Section 7.  Transfer of Stock.  Transfer of shares of stock of the
Bancorp shall be recorded on its books upon the direction, in writing and in
such form as may be prescribed by the Board of Directors, of the holder
thereof.

      Section 8.  Stock and Transfer Books.  The corporation shall keep in
the Commonwealth of Massachusetts at its principal office (or at an office
of its transfer agent or of its Clerk/Secretary or of its resident agent)
stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each.
The corporation for all purposes may conclusively presume that the
registered holder of a stock certificate is the absolute owner of the shares
represented thereby and that his record address is his proper address. The
directors may fix in advance a time, which shall not be more than sixty days
before:

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

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

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

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

                              ARTICLE I I I

                           Board of Directors

      Section 1.  Composition.  (a) The Bancorp shall have a Board of
Directors of not less than seven nor more than twenty-five Directors divided
into Classes One, Two and Three as set forth in the Articles of
Organization.

      (b) The total number of Directors and their division into classes may
be fixed within the limits specified in paragraph (a) at any meeting of
stockholders at which the number of Directors is a matter of business
properly before the meeting. The Board of Directors may also be enlarged
from the size fixed by the stockholders but within the limits specified in
paragraph (a) at any time by vote of a majority of Directors then in office
provided that any such additional directors shall be divided amongst and
assigned to the Classes of Directors.

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

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

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

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

      Special meetings of the Board of Directors shall be held whenever
called by the Secretary at the request of the Chairman of the Board of
Directors, the President, two members of the Executive Committee, or five
Directors. Notice of special meetings, which need not be in writing and
which need state only the time and place of the meeting, shall be given by
the Secretary to each Director at least twenty-four hours before the time of
the meeting. Notice of a meeting need not be given to any director if a
written waiver of notice executed by him before or after the meeting is
filed with the records of the meeting or to any director who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him.

      A majority of the Directors then in office shall constitute a quorum
for the transaction of business. If a quorum is present, a majority of the
directors present may take any action on behalf of the Board except to the
extent a larger number is required by law, the Articles of Organization or
these By-Laws. Less than a quorum of the Board of Directors may adjourn any
meeting from time to time until a quorum is present.

      Section 5. Powers. The Board of Directors shall have power to manage,
control and direct the business, property and affairs of the Bancorp and to
do all things which under the laws of Massachusetts, from time to time in
force, boards of directors are or may be authorized to do except such as by
law, the Articles of Organization or their Bylaws are reserved to the
stockholders. Without limiting the generality of the foregoing, and in
addition to all powers elsewhere in these Bylaws and by law conferred upon
to all powers elsewhere in these Bylaws and by law conferred upon it, the
Board of Directors shall have the following powers: to issue stock from the
authorized but unissued capital stock of the corporation;(3) to designate a
Director to serve at its pleasure as Chairman of the Board of Directors; to
designate the same or another Director to serve as President; to designate
Directors, in addition to the Chairman of the Board and the President, to
serve at its pleasure as members of the Executive Committee; to designate a
person to serve as Treasurer; to establish such committees as it may deem
appropriate and to prescribe the duties and authorities of any such
committee, and to designate Directors to serve at its pleasure as members
thereof; to establish such other offices as it may deem appropriate, and to
designate persons to serve at its pleasure in such offices; to prescribe the
duties of all officers of the corporation and to fix their compensation, and
to require bonds of any officer or employee.

      Section 6. Honorary Directors.(4)  The Board of Directors may
designate and appoint such person or persons as it determines qualified to
be an Honorary Director.  To qualify to be an Honorary Director, a person
must be a former Director in good standing of the corporation.  The person
must have resigned as a Director or not hold the office of Director at the
time of appointment and must request that he be designated as Honorary
Director and approved by majority vote of the Board of Directors.
Appointment shall be for life subject to termination at the discretion of
the Board of Directors. An Honorary Director shall be allowed to attend any
regular or special meeting of the Board of Directors and may participate in
the meeting subject to the control of any person in charge of the meeting.
An Honorary Director shall not have any vote as a Director, his presence
shall not count towards any necessary quorum and he shall not be counted
against the total numbers of directors.  Any Honorary Director who, acting
in good faith, suffers any monetary loss as a result of any claim, lawsuit
or action arising out of any action or activity as an Honorary Director
shall be entitled to indemnification or reimbursement by the corporation
upon a vote authorizing such indemnification or reimbursement by the Board
of Directors.  An Honorary Director may be paid for attendance at any such
meeting at a fee established from time to time by the Board of Directors.

____________
<F3>  Added by amendment, March 1993
<F4>  Section added by amendment December 1996

                                ARTICLE IV

                            Executive Committee

      Section 1.  Composition.  There shall be an Executive Committee
consisting of the Chairman of the Board, ex officio, the President, ex
officio, and such other Directors, not less than three, as the Board of
Directors shall from time to time elect and who shall serve at the pleasure
of the Board of Directors.

      Section 2.  Meetings.  The Executive Committee shall meet at such time
and place as the Committee shall designate. No notice of any regular meeting
shall be necessary.

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

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

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

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

      Section 3.  Powers.  Subject to control by the Board of Directors, the
Executive Committee shall, when the Board of Directors is not in session,
have and exercise all of the powers of the Board of Directors except the
power:

      a. to change the principal office of the corporation;

      b. to amend the By-Laws;

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

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

      e. to remove officers or directors from office;

      f. to authorized the payment of any dividend or distribution to
         shareholders;

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

      h. to authorize a merger.

                               ARTICLE V

                                OFFICERS

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

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

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

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

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

       If any office for which a term of office is specified in these By-
Laws should become vacant by reason of death, incapacity or removal, the
vacancy may be filled in the manner provided in these By-Laws for election
appointment to such office; provided, however, that a vacancy in the office
of Clerk/Secretary may be filled at any special meeting of the stockholders
at which the filling of such vacancy is a matter of business properly before
the meeting. Any person so elected or appointed to fill any such vacancy
shall hold office for the unexpired portion of the term for which his
predecessor was elected or appointed.

      If the office of Clerk/Secretary should become vacant by reason of
death, incapacity or removal, or should the Clerk/Secretary be temporarily
absent or disabled, and no Assistant Clerk/Secretary has been appointed the
President shall designate a person as Clerk/Secretary pro tem, who shall
perform the duties of the Clerk/Secretary until the vacancy shall have been
filled or the then-current term of office of the Clerk/Secretary shall have
expired, or until the absence or disability of the Clerk/Secretary shall
have terminated.

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

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

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

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

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

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

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

                              ARTICLE VI

         Indemnification of Directors, Officers and Certain Others

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

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

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

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

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

      No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not
to have acted in good faith in the reasonable belief that his action was in
the best interest of the corporation or to the extent that such matter
relates to service with respect to any employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit
plan.

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

                                ARTICLE VI I

                            Business Combinations

      Section 1. Vote Required for Certain Business Combinations.

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

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

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

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

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

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

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

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

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

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

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

      Section 4. Amendments, etc. of this Article VII.

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

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

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

                               ARTICLE VIII

                           Amendment of By-Laws

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