Exhibit 3.1

ARTICLES OF INCORPORATION OF
FIRST NATIONAL LINCOLN CORPORATION

FIRST:
The name of the corporation is First National Lincoln Corporation and it is
located in Maine, at Damariscotta, Maine 04543.

SECOND:
The name of the Clerk, who must be a Maine resident, and the address of its
registered office shall be:

Charles A. Wootton
P.O. Box 940
Damariscotta, ME 04543-0940

THIRD:
The number of directors constituting the initial board of directors is 12.

FOURTH:
The board of directors is authorized to increase or decrease the number of
directors.  The minimum number shall be 5 directors, and the maximum number
shall be 25 directors.

FIFTH:
There shall be only one class of shares, which shall be denominated common
stock, of which there are 18,000,000 shares authorized, each having a par value
of $.01.

SUMMARY
The aggregate par value of all authorized shares (of all classes) having a par
value is $180,000.

SIXTH:
Meetings of the shareholders may not be held outside the State of Maine.

SEVENTH:
There are no preemptive rights.

EIGHTH:
(a)  In addition to any affirmative vote required by law, these Articles of
Incorporation, the Bylaws of the corporation or otherwise, except as otherwise
expressly provided in Paragraph (b) of this Article EIGHTH, the corporation
shall not engage, directly or indirectly, in any Business Combination (as
hereinafter defined) with an Interested Stockholder (as hereinafter defined)
without the affirmative vote of not less than eighty percent (80%) of the votes
entitled to be cast by the holders of all outstanding shares of stock entitled
to vote.  Such affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage vote may be specified by
law or otherwise.  Except as otherwise provided in Paragraph (b) of this
Article EIGHTH:  (i) the notice of any stockholders' meeting at which a
Business Combination with an Interested Stockholder is to be considered shall
be accompanied by proxy materials complying with the requirements of the
Securities Exchange Act of 1934 (or successor statute) fully disclosing the
nature of the proposed Business Combination; and (ii) neither the corporation
nor any subsidiary shall engage in any Business Combination with an Interested
Stockholder unless, in connection with such Business Combination (A) each
stockholder of the corporation is offered, by the Interested Stockholder, cash
or other consideration for each share of the corporation's Common Stock owned
by such stockholder the fair market value of which is not less than the highest
price per share paid by such Interested Stockholder in acquiring any of its
holdings of the Common Stock of this corporation, and (B) no stockholder of
this corporation will receive consideration in any form or proportion different
from that received by any other stockholder of this corporation in connection
with such Business Combination.

(b)  The provisions of Paragraph (a) of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required by
law, the Articles of Incorporation, the Bylaws of the corporation, or
otherwise, if such Business Combination shall have been approved by a majority
(whether such approval is made prior to or subsequent to the acquisition of
beneficial ownership of Common Stock that caused the Interested Stockholder to
become an Interested Stockholder) of the Continuing Directors (as hereinafter
defined).

(c)  For the purpose of this Article EIGHTH:

(i)  The term "Business Combination" shall mean:

(A)  any merger or consolidation of this corporation or any Subsidiary (as
hereinafter defined) with (i) any Interested Stockholder or (ii) any other
corporation (whether or not itself an Interested Stockholder) which is or after
such merger or consolidation would be an Affiliate or Associate of an
Interested Stockholder; or

(B)  any sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) between the corporation or any
Subsidiary and any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder involving any assets or securities of the corporation,
any Subsidiary or any Interested Stockholder or any Affiliate or Associate of
any Interested Stockholder the value of which would constitute, immediately
prior to such transaction, a Substantial Part (as hereinafter defined) of the
assets of the corporation; or

(C) the adoption of any plan or proposal for the liquidation or dissolution of,
or similar transaction involving, the corporation or any Subsidiary proposed by
or on behalf of an Interested Stockholder or any Affiliate or Associate of an
Interested Stockholder; or

(D)  any issuance or reclassification of securities (including any reverse
stock split), or recapitalization of the corporation, or any merger or
consolidation of the corporation with any of its Subsidiaries or any other
transaction (whether or not with or otherwise involving an Interested
Stockholder) that has the effect, directly or indirectly, of increasing the
proportionate share of any class or series of Common Stock, or any securities
convertible into Common Stock or into equity securities of any Subsidiary, that
is beneficially owned by any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder; or

(E)  any agreement, contract or other arrangement providing for any one or more
of the actions specified in the foregoing clauses (A) to (D).

(ii)  The term "person" shall mean any individual, firm, corporation or other
entity and shall include any group comprised of any person and any other person
with whom such person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or indirectly, for the
purpose of acquiring, holding, voting or disposing of Common Stock.

(iii)  The term "Interested Stockholder" shall mean any person (other than the
corporation or any Subsidiary and other than any profit-sharing, employee stock
ownership or other employee benefit plan of the corporation or any Subsidiary
or any trustee of or fiduciary with respect to any such plan when acting in
such capacity) who (A) is the beneficial owner of Common Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all
then outstanding shares of Common Stock; or (B) is an Affiliate or Associate of
the corporation and at any time within the two-year period immediately prior to
the date in question was the beneficial owner of Common Stock representing ten
percent (10%) or more of the votes entitled to be cast by the holders of all
then outstanding shares of Common Stock

(iv)  A person shall be a "beneficial owner" of any Common Stock (A) which such
person or any of its Affiliates or Associates beneficially owns, directly or
indirectly, (B) which such person or any of its Affiliates or Associates has,
directly or indirectly, (1) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time), pursuant to
any agreement, arrangement or understanding (other than pursuant to proxies
solicited by or on behalf of the Board of Directors) or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or (2)
the right to vote pursuant to any agreement, arrangement or understanding; or
(C) which is 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 Common Stock.  For the purposes of
determining whether a person is an Interested Stockholder pursuant to
Subparagraph (iii) of this Paragraph (c), the number of shares of Common Stock
deemed to be outstanding shall include shares deemed beneficially owned by such
person through application of Subparagraph (iv) of this Paragraph (c), but
shall not include any other shares of Common Stock that may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

(v)  The terms "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the "Act"), as in effect on January 1,1996 (the term "registrant"
in Rule 12b-2 meaning in this case the corporation).

(vi)  The term "Subsidiary" means any corporation of which a majority of any
class of equity security is beneficially owned by the corporation; provided,
however, that for the purposes of the definition of Interested Stockholder set
forth in Subparagraph (iii) of this Paragraph (c), the term "Subsidiary" shall
mean only a corporation of which a majority of each class of equity security is
beneficially owned by the corporation.

(vii)  The term "Continuing Director" means any member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Affiliate or Associate or representative 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,
while such successor is a member of the Board of Directors, who is not an
Affiliate or Associate or representative of the Interested Stockholder and is
recommended or elected to succeed the Continuing Director by a majority of
Continuing Directors.

(viii)  The term "Substantial Part" means assets having an aggregate Fair
Market Value (as hereinafter defined) in excess of five percent (5%) of the
book value of the total consolidated assets of the corporation and its
Subsidiaries as of the end of the corporation's most recent fiscal year ending
prior to the time the stockholders of the corporation would be required to
approve or authorize the Business Combination involving assets constituting any
such Substantial Part.

(ix)  The term "Fair Market Value" means (A) in the case of cash, the amount of
such cash; (B) 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
Act 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, Inc. Automated Quotation System or any
similar 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
a majority of the Continuing Directors in good faith; and (C) in the case of
property other than cash or stock, the fair market value of such property on
the date in question as determined in good faith by a majority of the
Continuing Directors.

(x)  The term "Control Transaction" shall mean:

(A)  any merger or consolidation of this corporation or any Subsidiary as a
result of which (i) this corporation no longer is the beneficial owner of a
majority of the outstanding shares of common stock of such Subsidiary, or (ii)
the stockholders of this corporation immediately preceding such merger or
consolidation are not, collectively, the beneficial owners (in proportion to
their respective beneficial ownership of Common Stock immediately preceding
such merger or consolidation (excluding only the effect of the exercise of
statutory dissenters' rights or the payment of cash in lieu of fractional
shares)) of at least sixty percent (60%) of the outstanding shares of common
stock of the surviving corporation immediately following the consummation of
such merger or consolidation; or

(B)  any sale or other disposition (in one transaction or a series of
transactions) of all or substantially all of the assets of this corporation or
any Subsidiary; or

(C)  the adoption of any plan or proposal for the liquidation or dissolution
of, or similar transaction involving, the corporation or any Subsidiary; or

(D)  the issuance to any person, in one transaction or a series of
transactions, of common stock, or securities convertible into common stock, of
the corporation or any Subsidiary as a result of which such person would be (or
would, if then converted, become) the beneficial owner of twenty-five percent
(25%) or more of the outstanding common stock of the corporation or any
Subsidiary, or

(E)  any agreement, contract or other arrangement providing for any one or more
of the actions specified in the foregoing clauses (A) to (D).

(d)  The Board of Directors shall have the power and duty to determine for the
purposes of this Article EIGHTH, on the basis of information known to them
after reasonable inquiry, (A) whether a person is an Interested Stockholder,
(B) the number of shares of Common Stock or other securities beneficially owned
by any person, (C) whether a person is an Affiliate or Associate of another and
(D) whether the assets that are the subject of any Business Combination have,
or the consideration to be received for the issuance or transfer of securities
by this corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value in excess of the amount set forth in Subparagraph
(ix)(B) of Paragraph (c) of this Article EIGHTH, or whether the assets that are
the subject of any possible Control Transaction constitute all or substantially
all of the assets of the corporation or any Subsidiary.  Any such determination
made in good faith shall be binding and conclusive on all parties.

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

(f)  In addition to any affirmative vote required by law, these Articles of
Incorporation, the bylaws of the corporation or otherwise, except as otherwise
expressly provided in this Paragraph (f), the corporation shall not engage,
directly or indirectly, in any Control Transaction (as defined in Paragraph (c)
of this Article EIGHTH) without the approval of at least a majority of the
directors of the corporation and the affirmative vote of not less than sixty-
six and two-thirds percent (66 2/3%) of the votes entitled to be cast by the
holders of all outstanding shares of stock entitled to vote.  Such approval and
affirmative vote shall be required notwithstanding the fact that no vote or
approval may be required, or that a lesser percentage vote or approval may be
specified by law or otherwise.

(g) Notwithstanding any other provisions of the Articles of Incorporation or
the Bylaws of the corporation (and notwithstanding the fact that a lesser
percentage or separate class vote may be specified by law, the Articles of
Incorporation or the Bylaws of the corporation), the affirmative vote of the
holders of not less than (i) eighty percent (80%) of the votes entitled to be
cast by the holders of all outstanding shares of Common Stock shall be required
to amend or repeal, or adopt any provisions inconsistent with Paragraphs (a)
through (e) of this Article EIGHTH and (ii) sixty-six and two-thirds percent
(66 2/3%) of the votes entitled to be cast by the holders of all outstanding
shares of Common Stock shall be required to amend or repeal, or adopt any
provisions inconsistent with Paragraph (f) of this Article EIGHTH; provided,
however, that, with respect to Paragraphs (a) through (e) of this Article
EIGHTH such special voting requirements shall not apply to, and such special
votes shall not be required for, any amendment, repeal or adoption recommended
by the Board if a majority of the Directors then in office are persons who
would be eligible to serve as Continuing Directors.