|                                                          Exhibit 3.1
          |
          |                        The Commonwealth of Massachusetts
----------|                             William Francis Galvin
Examiner  |                          Secretary of the Commonwealth
          |               One Ashburton Place, Boston, Massachusetts 02108-1512
          |
          |                            ARTICLES OF ORGANIZATION
          |                          (General Laws, Chapter 156B)
          |
----------|
Name      |                                    ARTICLE I
Approved  |                      The exact name of the corporation is:
          |
          |                             Ipswich Bancshares, Inc.
          |
          |                                    ARTICLE II
          |
          |                  The purpose of the corporation is to engage
          |                    in the following    business activities:
          |
          |                     To buy,  sell,  deal in, or hold  securities  of
          |             every kind and  description;  and in general to carry on
          |             any business  permitted to corporations  organized under
          |             Chapter 156B of the Massachusetts General Laws as now in
          |             force or hereafter amended.
          |
          |
          |
          |
          |
          |
          |
          |             Note: If the space provided under any article or item on
          |             this form is insufficient,  additions shall be set forth
          |             on one side only of  separate 8 1/2 x 11 sheets of paper
          |             with a left margin of at least 1 inch. Additions to more
          |             than one article  may be made on a single  sheet so long
          |             as each  article  requiring  each  addition  is  clearly
          |             indicated.
          |
          |
<PAGE>
                                   ARTICLE III

State the total  number of shares and par value,  if any, of each class of stock
which the corporation is authorized to issue:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
|          WITHOUT PAR VALUE       |                  WITH PAR VALUE                   |
|-------------|--------------------|--------------|----------------------|-------------|
|    TYPE     |  NUMBER OF SHARES  |      TYPE    |   NUMBER OF SHARES   |  PAR VALUE  |
 <S>             <C>                 <C>                 <C>                <C>
|Common:      |                    | Common:      |      12,000,000      |    $.10     |
|-------------|--------------------|--------------|----------------------|-------------|
|             |                    |              |                      |             |
|-------------|--------------------|--------------|----------------------|-------------|
|Preferred    |                    | Preferred:   |       1,000,000      |    $.10     |
|-------------|--------------------|--------------|----------------------|-------------|
|             |                    |              |                      |             |
----------------------------------------------------------------------------------------
</TABLE>
                                   ARTICLE IV

If  more  than  one  class  of  stock  is  authorized,  state  a  distinguishing
designation  for each class.  Prior to the issuance of any shares of a class, if
shares  of  another  class  are  outstanding,  the  corporation  must  provide a
description of the preferences,  voting powers,  qualifications,  and special or
relative  rights or  privileges  of that class and of each other  class of which
shares are outstanding and of each series then established within any class.

See Exhibit A.

                                    ARTICLE V

The  restrictions,  if any,  imposed by the  Articles of  Organization  upon the
transfer of shares of stock of any class are:

None.

                                   ARTICLE VI

            Other lawful  provisions,  if any, for the conduct and regulation of
the business and affairs of the corporation,  for its voluntary dissolution,  or
for limiting,  defining, or regulating the powers of the corporation,  or of its
directors or stockholders, or of any class of stockholders:

See Exhibit B.

***If there are no provisions state "None"

Note: The preceding six (6) articals are considered to be permanent and may ONLY
be changed by filing appropriate Articals of Amendment.
<PAGE>

                                 EXHIBITS TO THE
                            ARTICLES OF ORGANIZATION
                                       OF
                            IPSWICH BANCSHARES, INC.

------------------------------------------------------------------------------

                                    Exhibit A

                            Article IV. Capital Stock

        The total  number of shares of all  classes of capital  stock  which the
Corporation is authorized to issue is 13 million  (13,000,000)  shares, of which
12 million (12,000,000) shares shall be common stock, $0.10 par value per share,
and one million (1,000,000) shares shall be preferred stock, $0.10 par value per
share. Upon payment of lawful  consideration,  such shares shall be deemed to be
fully paid and nonassessable.  In the case of a stock dividend, that part of the
surplus of the  Corporation  which is  transferred  to stated  capital  upon the
issuance of shares as a stock dividend  shall be deemed to be the  consideration
for their issuance.

        A description of the different  classes and series of the  Corporation's
capital  stock and a statement  of the  designations  and the  relative  rights,
preferences  and  limitations  of the shares of each class and series of capital
stock are as follows:

        A. Common Stock.  Except as provided by law or in this Article IV (or in
any supplementary  sections hereto or in any certificate of establishment of any
series of preferred  stock),  the holders of the common stock shall  exclusively
possess  all  voting  power.  Each  holder of shares  of common  stock  shall be
entitled to one vote on all matters  for each share held by such  holder.  There
shall be no cumulative voting rights in the election of Directors.

        Whenever  there  shall have been  paid,  or  declared  and set aside for
payment,  to the holders of the outstanding  shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of  dividends  and of a sinking fund or a  retirement  fund or other  retirement
payments,  if any, to which such holders are respectively entitled in preference
to the common stock,  then  dividends may be paid on the common stock and on any
class or series of stock entitled to participate therewith as to dividends,  out
of any assets legally available for the payment of dividends;  but only when and
as declared by the Board of Directors.

        In the  event  of any  liquidation,  dissolution  or  winding  up of the
Corporation, after there shall have been paid to or set aside for the holders of
any class having  preference  over the common stock in the event of liquidation,
dissolution or winding up of the  Corporation the full  preferential  amounts to
which they are  respectively  entitled,  the holders of the common stock, and of
any  class  or  series  of stock  entitled  to  participate  in whole or in part
therewith as to  distribution  of assets,  shall be entitled,  after  payment or
provision  for  payment  of all debts and  liabilities  of the  Corporation,  to
receive the remaining assets of the Corporation  available for distribution,  in
cash or in kind, in proportion to their holdings.
<PAGE>
        B. Preferred  Stock.  Subject to any limitations  prescribed by law, the
Board of Directors of the Corporation is authorized by vote or votes,  from time
to time adopted,  to provide for the issuance of preferred  stock in one or more
series and to fix and state the voting  powers,  designations,  preferences  and
relative  participating,  optional or other special rights of the shares of each
series and the qualifications,  limitations and restrictions thereof, including,
but not limited to, determination of one or more of the following:

               (1) The distinctive  serial  designation and the number of shares
        constituting such series;

               (2) The  dividend  rates or the amount of dividends to be paid on
        the shares of such series, whether dividends shall be cumulative and, if
        so, from which date or dates,  the payment  date or dates for  dividends
        and the  participating or other special rights,  if any, with respect to
        dividends;

               (3) The voting powers, if any, of shares of such series;

               (4) Whether the shares of such series shall be redeemable and, if
        so, the price or prices at which, and the terms and conditions on which,
        such shares may be redeemed;

               (5) The amount or amounts  payable upon the shares of such series
        in the event of voluntary or  involuntary  liquidation,  dissolution  or
        winding up of the Corporation;

               (6) Whether  the shares of such  series  shall be entitled to the
        benefit of a sinking or retirement fund to be applied to the purchase or
        redemption of such shares,  and if so entitled,  the amount of such fund
        and the  manner  of its  application,  including  the price or prices at
        which such shares may be redeemed or purchased  through the  application
        of such fund;

               (7) Whether the shares of such series shall be convertible  into,
        or  exchangeable  for,  shares of any other  class or  classes or of any
        other  series of the same or any other  class or classes of stock of the
        Corporation, and if so convertible or exchangeable, the conversion price
        or  prices,  or the  rate or  rates  of  exchange,  and the  adjustments
        thereof,  if any, at which such  conversion or exchange may be made, and
        any other terms and conditions of such conversion or exchange;

               (8) The price or other consideration for which the shares of such
        series shall be issued;

               (9)  Whether  the shares of such  series  which are  redeemed  or
        converted  shall have the status of  authorized  but unissued  shares of
        preferred stock and whether such shares may be reissued as shares of the
        same or any other series of stock; and
<PAGE>
               (10) Such  other  powers,  preferences,  rights,  qualifications,
        limitations and restrictions  thereof as are permitted by law and as the
        Board of Directors of the Corporation may deem advisable.

            Any such vote shall become effective when the Corporation files with
        the  Secretary  of  State  of  The   Commonwealth  of   Massachusetts  a
        certificate of  establishment  of one or more series of preferred  stock
        signed  by the  President  or any  Vice  President  and by the  Clerk or
        Assistant Clerk of the Corporation,  setting forth a copy of the vote of
        the Board of  Directors  establishing  and  designating  the  series and
        fixing and determining the relative rights and preferences  thereof, the
        date of  adoption  of such vote and a  certification  that such vote was
        duly adopted by the Board of Directors.
<PAGE>
                                    Exhibit B

                      Article VI. Other Lawful Provisions.

        Section 1.  Certain Business Combinations.

        A. Required Vote for Certain Business  Combinations.  In addition to any
affirmative  vote  required  by  the  Massachusetts  General  Laws  or by  these
Articles,  and  except as  otherwise  expressly  provided  in  Section 2 of this
Article VI:

               (1)  any  merger  or  consolidation  of  the  Corporation  or any
        Subsidiary (as hereinafter defined) with (i) any Interested  Stockholder
        (as  hereinafter  defined)  or (ii)  any  other  corporation  or  entity
        (whether  or not itself an  Interested  Stockholder)  which is, or after
        such merger or  consolidation  would be, an  Affiliate  (as  hereinafter
        defined) of an Interested Stockholder;

               (2) any sale,  lease,  exchange,  mortgage,  pledge,  transfer or
        other disposition (in one transaction or a series of transactions) to or
        with any  Interested  Stockholder  or any  Affiliate  of any  Interested
        Stockholder of any assets of the Corporation or any Subsidiary having an
        aggregate  Fair Market Value (as  hereinafter  defined) of $1,000,000 or
        more;

               (3) the issuance or transfer by the Corporation or any Subsidiary
        (in one  transaction or a series of  transactions)  of any securities of
        the  Corporation or any Subsidiary to any Interested  Stockholder or any
        Affiliate of any Interested Stockholder in exchange for cash, securities
        or other  property (or a combination  thereof)  having an aggregate Fair
        Market Value of $1,000,000 or more;

               (4) the adoption of any plan or proposal for the  liquidation  or
        dissolution  of  the  Corporation  proposed  by  or  on  behalf  of  any
        Interested  Stockholder or any Affiliate of any Interested  Stockholder;
        or

               (5) any  reclassification  of securities  (including  any reverse
        stock split),  any  recapitalization  of the Corporation,  any merger or
        consolidation  of the  Corporation  with any of its  Subsidiaries or any
        other  transaction  (whether or not with or into or otherwise  involving
        any  Interested   Stockholder)   which  has  the  effect,   directly  or
        indirectly,  of increasing the proportion of the  outstanding  shares of
        any class of equity or convertible  securities of the Corporation or any
        Subsidiary  which is  directly  or  indirectly  owned by any  Interested
        Stockholder or any Affiliate of any Interested Stockholder;

shall require  (subject to Section 2 of this Article VI) the affirmative vote of
the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
power  of the then  outstanding  shares  of  capital  stock  of the  Corporation
entitled to vote  generally in the election of directors  (the "Voting  Stock"),
voting  together  as a single  class.  Such  affirmative  vote shall be required
notwithstanding  the  fact  that  no  vote  may be  required  or  that a  lesser
percentage may be specified by law.
<PAGE>
        B. Definition of "Business Combination." The term "Business Combination"
as used in this  Article VI shall mean any  transaction  which is referred to in
any one or more of clauses (1) through (5) of Paragraph A of this Section 1.

        Section 2.  When Higher Vote Is Not Required.

        The  provisions  of Section 1 of this Article VI shall not be applicable
to any particular  Business  Combination,  and such Business  Combination  shall
require only such affirmative vote as is required by law and any other provision
of these Articles, if all of the conditions specified in either of the following
paragraphs A or B are met:

        A. Approval by Continuing Directors. The Business Combination shall have
been  approved  or  ratified  by a  majority  of the  Continuing  Directors  (as
hereinafter defined) then in office; or

        B. Price and Procedure  Requirements.  All of the  following  conditions
shall have been met:

               (1) The aggregate amount of the cash and the Fair Market Value as
        of  the  date  of the  consummation  of the  Business  Combination  (the
        "Consummation Date") of any consideration other than cash to be received
        per share by holders of common stock in such Business  Combination shall
        be at least equal to the highest of the following:

                      (a) if applicable) the highest per share price  (including
        any brokerage commissions,  transfer taxes and soliciting dealers' fees)
        paid by the  Interested  Stockholder  for any  shares  of  common  stock
        acquired by it (i) within the two-year period  immediately  prior to and
        including the first public  announcement of the proposal of the Business
        Combination  (the  "Announcement  Date") or (ii) in the  transaction  in
        which it became an Interested Stockholder, whichever is higher;

                      (b) the  highest  Fair  Market  Value  per share of common
        stock on any date during the one-year  period prior to and including the
        Announcement Date; and

                      (c) if  applicable)  the  price  per  share  equal  to the
        product of (i) the Fair  Market  Value per share of common  stock on the
        Announcement  Date or on the date on which  the  Interested  Stockholder
        became an Interested Stockholder (such later date is referred to in this
        Article VI as the "Determination Date"), whichever is higher, multiplied
        by (ii) a fraction,  (x) the numerator of which is the highest per share
        price   (including  any  brokerage   commissions,   transfer  taxes  and
        soliciting  dealers'  fees) paid by the Interested  Stockholder  for any
        shares  of  common  stock  acquired  by it within  the  two-year  period
        immediately  prior to and including the  Announcement  Date, and (y) the
        denominator  of which is the Fair Market value per share of common stock
        on the first  day in such  two-year  period  upon  which the  Interested
        Stockholder acquired any shares of common stock.
<PAGE>
               (2) The aggregate amount of the cash and the Fair Market Value as
        of the  Consummation  Date of the Business  Combination of consideration
        other  than cash to be  received  per share by  holders of shares of any
        other class of  outstanding  Voting Stock shall be at least equal to the
        highest of the following (it being  intended  that the  requirements  of
        this  paragraph  B(2) shall be required to be met with  respect to every
        other class of outstanding  Voting Stock,  whether or not the Interested
        Stockholder has previously  acquired any shares of a particular class of
        Voting Stock):

                      (a) (if applicable) the highest per share price (including
        any brokerage commissions,  transfer taxes and soliciting dealers' fees)
        paid by the  Interested  Stockholder  for any  shares  of such  class of
        Voting Stock acquired by it (i) within the two-year  period  immediately
        prior to and including the Announcement  Date or (ii) in the transaction
        in which it became an Interested Stockholder, whichever is higher;

                      (b) (if  applicable) the highest  preferential  amount per
        share  which the  holders  of shares of such  class of Voting  Stock are
        entitled to receive from the  Corporation  in the event of any voluntary
        or   involuntary   liquidation,   dissolution   or  winding  up  of  the
        Corporation;

                      (c) the highest  Fair Market Value per share of such class
        of Voting  Stock on any date  during the  one-year  period  prior to and
        including the Announcement Date; and

                      (d) (if  applicable)  the  price  per  share  equal to the
        product of (i) the Fair  Market  Value per share of such class of Voting
        Stock on the Announcement Date or on the Determination  Date,  whichever
        is higher,  multiplied by (ii) a fraction, (x) the numerator of which is
        the  highest  per share  price  (including  any  brokerage  commissions,
        transfer  taxes and  soliciting  dealers'  fees) paid by the  Interested
        Stockholder  for any shares of such class of Voting Stock acquired by it
        within  the  two-year  period  immediately  prior to and  including  the
        Announcement  Date, and (y) the  denominator of which is the Fair Market
        Value per share of such  class of Voting  Stock on the first day in such
        two-year  period  upon which the  Interested  Stockholder  acquired  any
        shares of such class of Voting Stock.

               (3) The  consideration  to be received by holders of a particular
        class of outstanding  Voting Stock (including  common stock) shall be in
        cash or in the same form as the  Interested  Stockholder  has previously
        paid  for  shares  of such  class of  Voting  Stock.  If the  Interested
        Stockholder  has paid for  shares  of any  class of  Voting  Stock  with
        varying forms of consideration, the form of consideration for such class
        of Voting  Stock  shall be either  cash or the form used to acquire  the
        largest  number  of  shares of such  class of  Voting  Stock  previously
        acquired by it.
<PAGE>
               (4) After  such  Interested  Stockholder has become an Interested
        Stockholder  and  prior  to  the   consummation  of  any  such  Business
        Combination: (a) there shall have been (i) no failure to declare and pay
        at regular dates  therefor the full amount of any dividends  (whether or
        not cumulative)  payable on any class or series having a preference over
        the common stock of the Corporation as to dividends or upon liquidation,
        except as approved by a majority of the  Continuing  Directors;  (ii) no
        reduction  in the annual  rate of  dividends  paid on the  common  stock
        (except as necessary to reflect any  subdivision  of the common  stock),
        except as approved by a majority of the Continuing Directors;  and (iii)
        an increase in such annual rate of dividends as necessary to reflect any
        reclassification (including any reverse stock split),  recapitalization,
        reorganization  or any  similar  transaction  which  has the  effect  of
        reducing the number of  outstanding  shares of the common stock,  unless
        the failure so to increase such annual rate is approved by a majority of
        the Continuing Directors; and (b) such Interested Stockholder shall have
        not become the beneficial owner of any additional shares of Voting Stock
        except  as part of the  transaction  which  results  in such  Interested
        Stockholder's becoming an Interested Stockholder.

               (5) After such  Interested  Stockholder  has become an Interested
        Stockholder,  such  Interested  Stockholder  shall not have received the
        benefit,   directly  or   indirectly   (except   proportionately   as  a
        stockholder),  of any  loans,  advances,  guarantees,  pledges  or other
        financial assistance or any tax credits or other tax advantages provided
        by the  Corporation,  whether in anticipation or in connection with such
        Business  Combination or otherwise,  unless such transaction  shall have
        been  approved or ratified  by a majority  of the  Continuing  Directors
        after such Person shall have become an Interested Stockholder.

               (6) A proxy or  information  statement  describing  the  proposed
        Business   Combination  and  complying  with  the  requirements  of  the
        Securities Exchange Act of 1934 and the rules and regulations thereunder
        (or any subsequent  provisions replacing such Act, rules or regulations)
        shall be mailed to public  stockholders  of the  Corporation at least 20
        days prior to the consummation of such Business  Combination (whether or
        not  such  proxy or  information  statement  is  required  to be  mailed
        pursuant to such Act or subsequent provisions).

        Section 3.  Certain Definitions.

        For the purposes of these Articles:

        A. A "Person"  shall mean an  individual,  a group acting in concert,  a
corporation,  a partnership,  a joint  venture,  an  association,  a joint stock
company, a trust, a business trust, a government or political  subdivision,  any
unincorporated organization and any other similar association or entity.

        B.  "Interested  Stockholder"  shall  mean any  Person  (other  than the
Corporation or any Subsidiary) who or which:

                      (1) is the beneficial  owner,  directly or indirectly,  of
        more than ten percent (10%) of the voting power of the then  outstanding
        shares of Voting Stock;
<PAGE>
               (2) is an Affiliate of the Corporation and at any time within the
        two-year period  immediately prior to and including the date in question
        was the  beneficial  owner,  directly  or  indirectly,  of more than ten
        percent  (10%) of the  voting  power of the then  outstanding  shares of
        Voting Stock; or

               (3)  is  an  assignee  of  or  has  otherwise  succeeded  to  the
        beneficial  ownership  of any shares of Voting  Stock  which were at any
        time within the two-year period  immediately  prior to and including the
        date in question  beneficially owned by any Interested  Stockholder,  if
        such  assignment  or  succession  shall have occurred in the course of a
        transaction or series of  transactions  not involving a public  offering
        within the meaning of the Securities Act of 1933 and such  assignment or
        succession was not approved by a majority of the Continuing Directors.

        C. A Person shall be a "Beneficial Owner" of any shares of Voting Stock:

               (1)  which such Person or any of its  Affiliates  or  Associates,
        directly or  indirectly,  has or shares with respect to Voting Stock (a)
        the right to acquire or direct  acquisition  of  (whether  such right is
        exercisable  immediately  or only  after the  passage  of time or in the
        satisfaction  of any  conditions  or both),  pursuant to any  agreement,
        arrangement  or  understanding  or upon the  exercise of any  conversion
        rights,  warrants,  or options or  otherwise;  (b) the right to vote, or
        direct  the  voting  of,  pursuant  to  any  agreement,  arrangement  or
        understanding  or otherwise;  or (c) the right to dispose of or transfer
        or direct the  disposition  or transfer  of  pursuant to any  agreement,
        arrangement, understanding or otherwise; or

               (2)  which are beneficially owned, directly or indirectly, by any
        other  Person  with  which  such  Person  or any of  its  Affiliates  or
        Associates  has any  agreement,  arrangement  or  understanding  for the
        purpose of  acquiring,  holding,  voting or  disposing  of any shares of
        Voting Stock.

        D. For the  purposes of  determining  whether a Person is an  Interested
Stockholder  pursuant to  Paragraph B of this Section 3, the number of shares of
Voting Stock deemed to be outstanding  shall include shares deemed owned by such
Person  through  application  of  paragraph  C of this  Section  3 but shall not
include any other shares of Voting  Stock which may be issuable  pursuant to any
agreement,  arrangement or understanding, or upon exercise of conversion rights,
warrants or options or otherwise.

        E.  "Affiliate"  or  "Associate"  shall  have  the  respective  meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations  under
the Securities Exchange Act of 1934, as amended.
<PAGE>
        F.  "Subsidiary"  means any corporation of which a majority of any class
of equity  security  is  owned,  directly  or  indirectly,  by the  Corporation;
provided,  however,  that  for the  purposes  of the  definition  of  Interested
Stockholder  set forth in Paragraph B of this  Section 3, the term  "Subsidiary"
shall  mean  only a  corporation  of which a  majority  of each  class of equity
security is owned, directly or indirectly, by the Corporation.

        G.  "Continuing  Director" means any member of the Board of Directors of
the  Corporation  (the  "Board")  who is not an  Affiliate  or  Associate of the
Interested  Stockholder and was a member of the Board prior to the time that the
Interested Stockholder became an Interested Stockholder,  and any successor of a
Continuing  Director who is not an  Affiliate  or  Associate  or the  Interested
Stockholder and is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the Board.

        H.  "Fair Market Value" means:

                (1) in the case of stock,  the highest closing sale price during
the 30-day period immediately  preceding the date in question of a share of such
stock on the principal United States  securities  exchange  registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if such stock
is not listed on any such  exchange,  the  highest  closing bid  quotation  with
respect to a share of such stock during the 30-day period  preceding the date in
question on the National  Association of Securities Dealers Automated  Quotation
System  or any  comparable  system  then in use,  or if no such  quotations  are
available,  the fair  market  value on the date in  question  of a share of such
stock as  determined by at least a majority of the  Continuing  Directors of the
Board in good faith; and

                (2) in the case of property  other than cash or stock,  the fair
market value of such  property on the date in question as determined by at least
a majority of the Continuing Directors of the Board in good faith.
<PAGE>
        I. "Group Acting In Concert" means (a) knowing  participation by Persons
in a joint  activity  or  interdependent  conscious  parallel  action by Persons
towards a common goal,  whether or not pursuant to an express  agreement;  (b) a
combination  or pooling of voting or other  interests  in the  securities  of an
issuer by Persons for a common purpose pursuant to any contract,  understanding,
relationship,  agreement or other arrangement, whether written or otherwise; (c)
a Person or company which acts in concert with another Person or company ("Other
Party")  shall also be deemed to be Acting in Concert with any Person or company
who is also Acting in concert with that Other Party; or (d) a group who would be
deemed to be acting as a group or syndicate  within the meaning of Section 13(d)
of the  Securities  Exchange  Act of 1934.  In  addition,  any  Persons  who are
beneficial  owners of the same  securities  are deemed to be members of a "Group
Acting In Concert." When Persons act together for any such purpose, the group of
which they are members is deemed to have acquired their stock.

        J. In the event of any  Business  Combination  in which the  Corporation
survives,  the phrase "other consideration to be received" as used in Paragraphs
B(l) and (2) of Section 2 of this Article VI shall  include the shares of common
stock and/or the shares of any other class of outstanding  Voting Stock retained
by the holders of such shares.
<PAGE>
        Section 4.  Powers of the Board of Directors.

        A majority  of the  Directors  of the  Corporation  (or,  if there is an
Interested  Stockholder,  a majority of the Continuing Directors then in office)
shall have the power to  determine  for the  purposes of this Article VI, on the
basis of  information  known to them after  reasonable  inquiry,  (A)  whether a
Person is an Interested  Stockholder,  (B) the number or percentage of any class
of  securities  beneficially  owned by any  Person,  (C)  whether a Person is an
Affiliate or Associate of or is  affiliated  or  associated  with  another,  (D)
whether  the  requirements  of  Section 2 of this  Article VI have been met with
respect to any  Business  Combination,  (E)  whether  the  assets  which are the
subject of any Business  Combination  have, or the  consideration to be received
for the issuance or transfer of securities by the  Corporation or any Subsidiary
in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or
more, and (F) any other matters of interpretation arising under this Article VI.
The good faith  determination of a majority of the Directors (or, if there is an
Interested  Stockholder,  a majority of the Continuing Directors then in office)
on such matters shall be conclusive and binding for all purposes of this Article
VI.

        Section 5. No Effect on Fiduciary Obligations of Interested Stockholders

        Nothing  contained  in this Article VI shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

        Section 6. Standards for Board of Directors'  Evaluation of Offers.  The
Board of  Directors of the  Corporation,  when  evaluating  any offer of another
Person (as defined in Article VI hereof) to (A) make a tender or exchange  offer
for any  equity  security  of the  Corporation,  (B)  merge or  consolidate  the
Corporation with another institution or (C) purchase or otherwise acquire all or
substantially  all of the  properties  and assets of the  Corporation,  may,  in
connection with the exercise of its judgment in determining  what is in the best
interests of the Corporation and its stockholders, consider the interests of the
Corporation's employees,  suppliers, creditors and customers, the economy of the
state,  region  and  nation,  community  and  societal  considerations,  and the
long-term and  short-term  interests of the  Corporation  and its  stockholders,
including  the  possibility  that  these  interests  may be best  served  by the
continued independence of the Corporation.

        Section  7.  Pre-emptive  Rights.  Holders of the  capital  stock of the
Corporation  shall not be entitled  to  preemptive  rights  with  respect to any
shares of the capital stock of the Corporation which may be issued.
<PAGE>
        Section 8.  Directors.

        An increase in the number of  Directors  shall  require the  affirmative
vote of  two-thirds  of the  members of the Board of  Directors  then in office,
unless at the time of such increase there shall be an Interested Stockholder, in
which case the  affirmative  vote of not less than a majority of the  Continuing
Directors then in office shall instead be required.  The  Directors,  other than
those who may be elected by the holders of any series of preferred  stock of the
Corporation,  shall be  classified,  with  respect  to the term for  which  they
severally  hold  office,  into  three  classes,  as  nearly  equal in  number as
possible,  with one class to be elected  annually.  The initial Directors of the
Corporation  shall hold office as follows:  the first class of  Directors  shall
hold office  initially for a term expiring at the annual meeting of stockholders
to be held in 2000,  the second class of Directors  shall hold office  initially
for a term expiring at the annual  meeting of  stockholders  to be held in 2001,
and the third class of Directors shall hold office initially for a term expiring
at the annual  meeting of  stockholders  to be held in 2002. At each  succeeding
annual meeting of  stockholders,  the successors of the class of Directors whose
term expires at that meeting  shall be elected by a plurality  vote of all votes
cast at such meeting to hold office for a term expiring at the annual meeting of
stockholders  held in the  third  year  following  the year of  their  election.
Members of each class shall hold office until their  successors are duly elected
and qualified or until their earlier resignation or removal.

        Any Director  (including  Persons elected by Directors to fill vacancies
in the Board of Directors) may be removed from office, with or without cause, by
an affirmative  vote of not less than (i) two-thirds of the total votes eligible
to be cast by stockholders at a duly constituted  meeting of stockholders called
expressly  for such purpose,  or (ii)  two-thirds of the members of the Board of
Directors  then in office,  unless at the time of such removal there shall be an
Interested  Stockholder,  in which case the affirmative  vote of not less than a
majority of the  Continuing  Directors  then in office shall instead be required
for  removal by vote of the Board of  Directors.  At least  thirty days prior to
such meeting of the  stockholders,  written notice shall be sent to the Director
whose removal will be considered  at the meeting.  If removal is for cause,  the
Director will be provided an opportunity to be heard before the  stockholders or
the Board of Directors, as the case may be.

        No  Director  of the  Corporation  shall  be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director notwithstanding any provision of law imposing such liability;
provided,  however, that this Article shall not eliminate or limit any liability
of a  Director  (i) for any  breach of the  Director's  duty of  loyalty  to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Sections 61 or 62 of Chapter  156B of the General  Laws of The  Commonwealth  of
Massachusetts,  or (iv) with respect to any transaction  from which the Director
derived an improper personal benefit.

        No amendment or repeal of this Article shall adversely affect the rights
and protection afforded to a Director of this Corporation under this Article for
acts  or  omissions  occurring  prior  to  such  amendment  or  repeal.  If  the
Massachusetts Business Corporation Law is hereafter amended to further eliminate
or limit the personal liability of Directors or to authorize corporate action to
further  eliminate or limit such liability,  then the liability of the Directors
of this  Corporation  shall be  eliminated  or  limited  to the  fullest  extent
permitted by the Massachusetts Business Corporation Law as so amended.
<PAGE>
        Section 9.  Transactions with Interested Persons.

        Unless  entered into in bad faith or in  violation  of any  provision of
these  Articles,  no contract or transaction by the  Corporation  shall be void,
voidable  or in any  way  affected  by  reason  of the  fact  that it is with an
Interested Person.

        For the purposes of this Section 9, "Interested Person" means any Person
in any  way  interested  in the  Corporation  whether  as a  director,  officer,
stockholder,  employee  or  otherwise,  and any  other  entity in which any such
Person is in any way interested.

        Unless such contract or transaction  was entered into in bad faith or in
violation of any provision of these Articles,  no Interested Person,  because of
such interest, shall be liable to the Corporation or to any other Person for any
loss or expense  incurred by reason of such contract or  transaction or shall be
accountable for any gain or profit realized from such contract or transaction.

        The provisions of this Section 9 shall be operative  notwithstanding the
fact that the presence of an  Interested  Person was  necessary to  constitute a
quorum at a meeting of Directors or  stockholders  of the  Corporation  at which
such contract or  transaction  was  authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.

        Section 10. Acting as a Partner. The Corporation may be a partner in any
business enterprise which it would have power to conduct by itself.

        Section 11. Stockholders Meetings.  Meetings of stockholders may be held
at  such  place  in the  Commonwealth  of  Massachusetts  or,  if  permitted  by
applicable  law,  elsewhere in the United  States as the Board of Directors  may
determine.

        Section  12.  Call  of  Special   Meetings.   Special  meetings  of  the
stockholders  for any  purpose  or  purposes  may be  called  at any time by the
President,  and if not by the President by the Chairman of the Board,  if one is
elected,  or by the  affirmative  vote of a majority  of the  Directors  then in
office or, if there is an Interested  Stockholder,  by the affirmative vote of a
majority of the Continuing  Directors then in office.  Special meetings shall be
called by the Clerk or in the case of the death, absence,  incapacity or refusal
of the Clerk,  by any other  officer,  upon written  application  of one or more
stockholders  who hold at least (i) 66-2/3% in  interest  of the  capital  stock
entitled to vote at such meeting or (ii) such lesser  percentage,  if any,  (but
not less than 40%) as shall be determined to be the maximum percentage which the
Corporation  is permitted by applicable  law to establish for the call of such a
meeting. Application to a court pursuant to Section 34(b) of Chapter 156B of the
General  Laws of The  Commonwealth  of  Massachusetts  requesting  the call of a
special meeting of stockholders because none of the officers is able and willing
to call such a meeting  may be made only by  stockholders  who hold at least (i)
66-2/3% in  interest of the capital  stock  entitled to vote at such  meeting or
(ii)  such  lesser  percentage,  if any,  (but  not less  than  40%) as shall be
determined to be the maximum  percentage  which the  Corporation is permitted by
applicable law to establish for the call of such a meeting.  The hour,  date and
place  of  any  special   meeting  and  the  record  date  for  determining  the
stockholders  having the right to notice of and to vote at such meeting shall be
determined  by the Board of Directors or the  President.  Only those matters set
forth in the call of the special meeting may be considered or acted upon at such
special meeting, unless otherwise provided by law.
<PAGE>
        Section 13. Amendment of By-Laws.  The By-Laws of the Corporation may be
adopted,  altered, amended, changed or repealed by the Board of Directors or the
stockholders  of the  Corporation.  Such action by the Board of Directors  shall
require the  affirmative  vote of at least  two-thirds of the Directors  then in
office at a duly  constituted  meeting of the Board of Directors,  unless at the
time of such action there shall be an Interested Stockholder, in which case such
action  shall also  require the  affirmative  vote of at least a majority of the
Continuing  Directors  then in  office,  at such a meeting.  Such  action by the
stockholders shall require (i) approval by the affirmative vote of a majority of
the Board of Directors of the Corporation  then in office at a duly  constituted
meeting of the Board of Directors, unless at the time of such action there shall
be an Interested  Stockholder,  in which case such action shall also require the
affirmative  vote of at least a majority  of the  Continuing  Directors  then in
office, at such meeting, (ii) unless waived by the affirmative vote of the Board
of  Directors  (and,  if  applicable,  Continuing  Directors)  specified  in the
preceding sentence,  the submission by the stockholders of written proposals for
adopting,  altering,  amending, changing or repealing the By-Laws at least sixty
days  prior to the  meeting  at which  they are to be  considered  and (iii) the
affirmative  vote of at least  two-thirds of the total votes eligible to be cast
by stockholders at a duly constituted  meeting of stockholders  called expressly
for such purpose, provided,  however, that provisions that provide for a greater
than  two-thirds  vote of the  stockholders  may only be amended by such greater
vote.

        Section  14.  Amendment  of  Articles  of  Organization.  No  amendment,
addition,  alteration,  change or repeal of these Articles shall be made, unless
the same is first approved by the affirmative vote of a majority of the Board of
Directors of the  Corporation  then in office,  and  thereafter  approved by the
stockholders  by not less than two-thirds of the total votes eligible to be cast
at a duly  constituted  meeting,  or, in the case of  Articles  I, II and III of
these  Articles,  by not less than a majority of the total votes  eligible to be
cast at a duly  constituted  meeting;  provided,  however,  that if, at any time
within the  sixty-day  period  immediately  preceding  the  meeting at which the
stockholder  vote is to be  taken,  there  is an  Interested  Stockholder,  such
amendment,  addition,  alteration,  change  or repeal  shall  also  require  the
affirmative vote of not less than a majority of the Continuing Directors then in
office  prior  to  approval  by the  stockholders,  and  further  provided  that
provisions that provide for a greater than  two-thirds vote of the  stockholders
may only be amended by such greater vote. Unless otherwise  provided by law, any
amendment,  addition,  alteration,  change  or  repeal  so acted  upon  shall be
effective  on  the  date  it is  filed  with  the  Secretary  of  State  of  The
Commonwealth  of  Massachusetts  or on  such  other  date as  specified  in such
amendment,  addition,  alteration, change or repeal or as the Secretary of State
may specify.
<PAGE>
                                    Exhibit C
<TABLE>
<CAPTION>
              NAME                      RESIDENTIAL ADDRESS            POST OFFICE ADDRESS

<S>           <C>                       <C>                            <C>
President:    David L. Grey

Treasurer:    Francis Kenney

Clerk:        Mariell Lyons

Directors:    William M. Craft                 [Address Deliberately Omitted]

              Thomas A. Ellsworth

              William E. George

              David L. Grey

              Mark L. Klaman

              John H. Morrow

              Lawrence J. Pszenny

              William J. Tinti
</TABLE>
<PAGE>
                                   ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the  Commonwealth.  If a later  effective  date is
desired,  specify  such date which  shall not be more than thirty days after the
date of filing.

                                  ARTICLE VIII

The  information  contained  in  Article  VIII  is not a  permanent  part of the
Articles of Organization.

a.  The street  address (post office boxes are not  acceptable) of the principal
    office of the corporation in Massachusetts is:

    23 Market Street, Ipswich, Massachusetts  01938

b.  The name,  residential  address and post office address of each director and
    officer of the corporation is as follows:
<TABLE>
<CAPTION>
                      NAME                  RESIDENTIAL ADDRESS          POST OFFICE ADDRESS

<S>                  <C>                    <C>                          <C>
    President:

    Treasurer:
                                 See Exhibit C.

    Clerk:

    Directors:
</TABLE>
c.  The fiscal year (i.e., tax year) of the corporation shall end on the last
    day of the month of:   October

d.  The  name  and business  address  of  the  resident agent,  if any,  of  the
    corporation is:       None

                                   ARTICLE IX

By-laws of the corporation have been duly adopted and the president,  treasurer,
clerk and directors whose names are set forth above, have been duly elected.

In witness  whereof and under the pains and  penalties of perjury,  I/we,  whose
signature(s)  appear below as incorporator(s)  and whose name(s) and business or
residential  address(es)  are clearly typed or printed beneath each signature do
hereby  associate  with the  intention  of forming  this  corporation  under the
provisions  of General Laws,  Chapter 156B and do hereby sign these  Articles of
Organization as incorporator(s) this 12 day of February , 1999

--------------------------------------------------------------------------------
    Deborah Drosnin, Esq.
--------------------------------------------------------------------------------
    c/o Foley, Hoag & Eliot llp
--------------------------------------------------------------------------------
    One Post Office Square, Boston, MA  02109-2170
--------------------------------------------------------------------------------

Note: If an existing  corporation is acting as  incorporator,  type in the exact
name  of  the  corporation,  the  state  or  other  jurisdiction  where  it  was
incorporated,  the name of the person signing on behalf of said  corporation and
the title he/she holds or other authority by which such action is taken.
<PAGE>
                        THE COMMONWEALTH OF MASSACHUSETTS

                            ARTICLES OF ORGANIZATION

                          (General Laws, Chapter 156B)


                ================================================

                I hereby certify that, upon examination of these
                Articles of Organization,  duly submitted to me,
                it appears  that the  provisions  of the General
                Laws   relative   to   the    organization    of
                corporations  have  been  complied  with,  and I
                hereby approve said articles; and the filing fee
                in the amount of $13,000 having been paid,  said
                articles  are  deemed to have been filed with me
                this 12th day of February 1999.


                Effective date:
                               ---------------------------------


                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth


                FILING  FEE:  One  tenth of one  percent  of the
                total  authorized  capital  stock,  but not less
                than $200.00. For the purpose of filing,  shares
                of stock with a par value less than $1.00, or no
                par  stock,  shall be deemed to have a par value
                of $1.00 per share.


                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:


                   Deborah Drosnin
                ------------------------------------------------

                   Foley, Hoag & Eliot llp
                ------------------------------------------------

                   One Post Office Square, Boston, MA  02109
                ------------------------------------------------

                   Telephone:     (617) 832-1000
                ------------------------------------------------