ARTICLES OF ASSOCIATION of SpareBank 1 SMN (into effect on 13 March 2008)

CHAPTER 1 NAME, HEAD OFFICE LOCATION, OBJECTS

Article 1-1 SpareBank 1 SMN was formed by the amalgamation of a number of previously independent savings banks.

SpareBank 1 SMN shall have its registered head office in the City of Trondheim and branches in the following municipalities:

Agdenes, Aure, Averøy, Bindal, Eide, Flatanger, Fosnes, Frosta, Fræna, Frøya, Grong, Hitra, Holtålen, Høylandet, Inderøy, Leka, Leksvik, Levanger, Lierne, Malvik, Melhus, Meråker, Midtre Gauldal, Molde, Mosvik, Namdalseid, Namsos, Namsskogan, Nærøy, Oppdal, Orkdal, Osen, Overhalla, Rauma, Rennebu, Rissa, Roan, Røros, Skaun, Snåsa, Steinkjer, Stjørdal, Sunndal, Surnadal, Trondheim, Verdal, Verran, Vestnes, Vikna, Åfjord and Ålesund.

The objects of the bank are to promote saving by accepting deposits from an undefined range of depositors and to manage the funds at its disposal in a secure manner in accordance with the provisions of law governing savings banks at any and all times.

The savings bank may conduct all ordinary banking operations and banking services in accordance with legislation and regulations in force at any and all times, and provide investment services within the licences held at any and all times.

Neither founders nor other parties are entitled to any return from the business beyond such dividends as may be earned on primary capital certificates (PCCs).

CHAPTER 2 PRIMARY CAPITAL CERTIFICATE (PCC) CAPITAL

Article 2-1 The original capital of the amalgamated savings banks has either been repaid or does not need to be repaid. A complete list is given in previous articles.

With the consent of the King, the Supervisory Board may decide to issue transferrable dividend- bearing PCCs conferring the right to be represented on the Supervisory Board under section 2 second paragraph of the Savings Banks Act. The savings bank's PCCs shall be registered with the Norwegian Central Securities Depository (Verdipapirsentralen).

The savings bank’s PCC capital shall be NOK 1.440.093.700,- divided into 57.603.748 PCCs of NOK 25 each, fully paid-up.

All acquisitions of PCCs shall be notified to the bank within 1 month.

Acquirers of PCCs are entitled to vote once the acquisition has been registered with the Norwegian Central Securities Depository.

CHAPTER 3 SUPERVISORY BOARD

Article 3-1 The Supervisory Board of the savings bank shall ensure that the bank functions in accordance with its objects and in conformity with legislation, articles of association and decisions of the Supervisory Board.

The Supervisory Board shall have 43 members and 32 alternates.

8 members and 8 alternates shall be elected by South Trøndelag, North Trøndelag and Møre and Romsdal county councils in accordance with article 3-3 below.

8 members and 8 alternates shall be elected by the depositors in accordance with article 3-2 below.

10 members and 6 alternates shall be elected by the employees in accordance with rules laid down by the King. The employees' election must be held before the end of January.

17 members and 10 alternates shall be elected by the holders of PCCs in accordance with regulations laid down by the Ministry of Finance. The election must be held before the end of April.

Members of the Supervisory Board shall serve a 4 year term. Alternates elected from among the depositors shall serve for 1 year. Alternates elected by the employees shall serve for 2 years. Alternates elected by the county councils and by the PCC holders shall serve for 4 years.

Article 3-2 Depositors who live or work, or – in the case of corporate depositors – have their registered office in Agdenes, Aure, Averøy, Bindal, Eide, Flatanger, Fosnes, Frosta, Fræna, Frøya, Grong, Hitra, Holtålen, Høylandet, Inderøy, Leka, Leksvik, Levanger, Lierne, Malvik, Melhus, Meråker, Midtre Gauldal, Molde, Mosvik, Namdalseid, Namsos, Namsskogan, Nærøy, Oppdal, Orkdal, Osen, Overhalla, Rauma, Rennebu, Rissa, Roan, Røros, Skaun, Snåsa, Steinkjer, Stjørdal, Sunndal, Surnadal, Trondheim, Verdal, Verran, Vestnes, Vikna,Åfjord and Ålesund municipalities, and who hold and have held a deposit of at least NOK 500 with the bank for the last 6 months, shall each year elect members and alternates distributed as follows:

Members Alternates Election district I: 3 3 Election district II: 3 3 Election district III: 2 2 8 8

Of the members elected by depositors at the first election, at least one quarter shall stand down at each of the next 3 elections after drawing of lots, and thereafter each year those who have served longest. Lots shall be drawn by the Election Committee for the Supervisory Board.

Only persons of full age may vote as personal depositors or as proxy for another depositor. No-one may cast more than 2 votes, 1 on the basis of his own deposit and 1 as proxy for another depositor. The depositors' election of members and alternates shall take place on election days in accordance with rules laid down by the Ministry of Finance.

The elections shall take place in the following voting districts:

District includes the Bindal, Leka, Vikna, Nærøy, Namsos, Fosnes, Flatanger, I municipalities of: Høylandet, Namsskogan, Lierne, Grong, Overhalla, Steinkjer, Osen, Namdalseid, Snåsa, Verran, Inderøy, Mosvik, Verdal, Levanger, Stjørdal, Meråker and Frosta in North Trøndelag District includes the Holtålen, Midtre Gauldal, Rennebu, Melhus, Orkdal, Skaun, II municipalities of: Agdenes, Oppdal, Røros, Leksvik, Roan, Åfjord, Rissa, Frøya, Hitra, Aure, Trondheim and Malvik in South Trøndelag District includes the Averøy, Eide, Fræna, Molde, Rauma, Sunndal, Surnadal, Vestnes III municipalities of: and Ålesund in Møre and Romsdal

Only persons of full age who are entitled to vote under the rules of the first paragraph may be elected by depositors as members of the Supervisory Board and as alternates, see the Savings Banks Act section 8(a).

Elections under this article must be held before the end of April.

Members who have completed their term of office may be re-elected; see however Chapter 10.

Article 3-3 South Trøndelag, North Trøndelag and Møre and Romsdal county councils shall elect 8 members and 8 alternates every four years distributed as follows:

County council Members Alternates South Trøndelag 3 3 North Trøndelag 3 3 Møre and Romsdal 2 2

Article 3-4 Holders of PCCs who wish to participate in the election pursuant to article 3-1 shall notify the bank accordingly within a given deadline which shall be specified in the invitation and shall not expire more than 3 days before the date of the election. Should a PCC holder fail to notify his intention in time, he may be refused permission to participate in the election. Newspaper announcements regarding the PCC holders' elections shall be run in Adresseavisen, Trønder Avisa, Aftenposten and Romsdals Budstikke respectively.

CHAPTER 4 CONTROL COMMITTEE

Article 4-1 The Supervisory Board shall elect a control committee with 3 members and 2 alternates. Members shall serve a 2 year term. One member of the Control Committee shall have the qualifications required of judges under section 54 second paragraph of the Courts of Justice Act (No. 5 of 13 August 1915).

The Supervisory Board shall elect the chairman and vice-chairman of the Control Committee by separate elections for a two-year term.

The Control Committee shall oversee the savings bank's activity in accordance with the Savings Banks Act section 13 and instructions issued by the Supervisory Board and approved by the Financial Supervisory Authority of Norway (Kredittilsynet).

CHAPTER 5 BOARD OF DIRECTORS

Article 5-1 Board of Directors

The Main Board of Directors (styre) comprises 7-10 members in accordance with resolutions of the Supervisory Board with a maximum of 6 alternates.

The Supervisory Board shall elect 6-9 members and 3 alternates. The Supervisory Board shall in addition elect 1 member and 1 alternate nominated by the employee-elected members of the Supervisory Board.

Efforts should be made to ensure a regional distribution among the members of the Board of Directors.

The chairman and vice-chairman shall be elected by the Supervisory Board by separate elections for a 2 year term.

All elected members shall serve for 2 years and the alternates for 1 year. Of the elected members at least one half shall stand down at the next election after drawing of lots, and thereafter each year those who have served longest. Lots shall be drawn by the Election Committee.

Members and alternates who have completed their term of office may be re-elected, see however Chapter 10.

Except where otherwise decided by the Board of Directors in the particular instance, the chief executive has the right and obligation to participate in the consideration of matters by the Board of Directors and has the right to express opinions.

Article 5-2 The chairman shall convene meetings of the Board of Directors at least once a month and otherwise as often as the savings bank's activity requires or when a Board member so demands.

The Board of Directors shall be quorate when more than half the members are present. Resolutions are valid when at least half the members present vote in favour. In the event of a tied vote, the chairman of the Board or the meeting shall have the deciding vote.

The minutes of the Board shall be signed by those present who shall be jointly accountable, unless any of them have recorded their protest in the minutes. Absent members shall acquaint themselves with decisions taken in their absence.

Article 5-3 The Board of Directors shall manage the activity of the savings bank in conformity with legislation, the articles of association and further regulations issued by the Supervisory Board.

The Board of Directors shall be responsible for managing the funds at the disposal of the savings bank in a secure and expedient manner. The Board of Directors shall ensure that the savings bank's activity is satisfactorily organised and has a duty to ensure that bookkeeping and asset management are subject to proper control.

The Board of Directors shall draw up lending authorisation rules for the savings bank. These rules shall make it clear to what extent persons other than the Board may grant loans and guarantees and discount commercial paper.

The Board of Directors, or the person to whom it delegates such responsibility, shall fix interest rates for deposits and loans, and the further terms and conditions for loans and for reception and disbursement of deposits in accordance with such rules as may be issued by the Financial Supervisory Authority of Norway.

The chairman of the Board of Directors, or the CEO, or two other Board members jointly, may represent the savings bank and bind the bank with their signatures.

The Board of Directors may grant power of attorney and other special powers.

The Board of Directors may authorise specifically designated employees to sign for the company.

The Board of Directors may lay down instructions for the day-to-day management of the savings bank.

Article 5-4 The CEO shall be responsible for the day-to-day management of the savings bank and shall follow the instructions and the orders issued to him by the Board of Directors. Day-to-day management shall not include decisions in matters which in the light of the bank's circumstances are of an unusual nature or of major significance.

The CEO shall ensure that the bank's bookkeeping is in conformity with legislation and regulations and that asset management is conducted in a sound manner.

CHAPTER 6 ELECTION COMMITTEES

Article 6-1 Election Committee for the Supervisory Board The Supervisory Board shall elect an Election Committee from among the members of the Supervisory Board. The Election Committee shall consist of 4 members and 4 alternates and have representatives from all groups represented on the Supervisory Board with 1 member and 1 alternate from each group. The representative of the PCC holders on the Election Committee must be a member of the Election Committee for PCC holder elections.

The election shall be for 2 years at a time. Every year half of the members and alternates shall stand down, the first time by the drawing of lots. Lots shall be drawn by the Election Committee. A committee member who stands down may be re-elected, but not if this would mean a continuous term of office exceeding 6 years. In such case the member may only be re-elected after he or she has been out of the Election Committee for at least 1 year.

The Election Committee shall prepare the election of the chair and the vice-chair of the Supervisory Board; the chair, vice-chair and other members and alternates of the Board of Directors; the chair, vice-chair and other members and alternates of the Control Committee; the members and alternates of the Election Committee described in this article.

The Board members and alternates to be elected from among the employees shall be nominated solely by the employee representatives on the Election Committee.

Article 6-2 Election Committee for PCC holder elections The PCC holders shall elect an Election Committee at the PCC holders’ meeting, which shall have 3 members and 2 alternates. At least 1 of the members and alternates must be a member of the Supervisory Board. The provisions of article 6-1 second paragraph on election periods and terms of office shall have corresponding application.

The Election Committee shall prepare the PCC holders' elections of Supervisory Board members and their alternates, and the election of members and alternates of the Election Committee described in this article.

Article 6-3 Election Committee for members elected from the depositors

Members of the Supervisory Board elected from among the depositors shall elect an Election Committee of 3 members and 3 alternates, with 1 member and 1 alternate from each of the counties of Møre og Romsdal, Nord-Trøndelag and Sør-Trøndelag. The provisions of article 6-1 first paragraph shall have corresponding application.

The Election Committee shall prepare the election of members and alternates of the Supervisory Board elected from among the depositors as well as members and alternates to the Election Committee mentioned in this article.

CHAPTER 7 ANNUAL REPORT AND ACCOUNTS

Article 7-1 The Board of Directors shall ensure that the annual report and accounts (the profit and loss account, the balance sheet and the directors' report) are submitted to the auditor and the Control Committee. The annual report and accounts shall if possible be completed and ready for auditing by the end of February.

When the auditor has submitted his report, see the Auditors Act section 5-6, and the Control Committee has made its report with its recommendation as to whether the profit and loss account and balance sheet should be adopted as the bank's financial statements, see the Savings Banks Act section 13 sixth paragraph, the Board of Directors shall send the annual report and accounts, the audit report and the recommendation of the Control Committee to all Supervisory Board members at least 8 days before the meeting of the Supervisory Board to consider the annual accounts.

The Supervisory Board shall meet every year, as provided for in the Savings Banks Act section 11 first paragraph (b), to receive the report of the Board of Directors, the audit report and the Control Committee's notification and to adopt the bank's accounts and annual dividend from any PCCs.

CHAPTER 8 AUDIT

Article 8-1 The Supervisory Board shall appoint the auditor and fix his remuneration.

Should the auditor resign, the chairman of the Supervisory Board may, together with the Control Committee, appoint a new auditor to serve until the next meeting of the Supervisory Board, where the final election shall be conducted.

The auditor shall examine the savings bank's annual report and accounts and its handling of its affairs in general in conformity with law, regulations, the Articles of Association and any orders issued by the Supervisory Board.

CHAPTER 9 PROFITS

Article 9-1 Profit on the bank's operations after deduction of dividend on PCCs and transfer of funds to the dividend equalisation fund shall be added to the savings bank reserves.

Gifts may be granted in accordance with section 28 of the Savings Banks Act.

CHAPTER 10 PERIOD OF SERVICE. RETIREMENT AGE

Article 10-1 No elected member or chairman of the Supervisory Board, the Control Committee or the Board of Directors may hold office for a continuous period of more than 12 years or a total period of more than 20 years.

Article 10-2 The retirement age for the CEO and other permanent employees of the bank is 67 years.

CHAPTER 11 AMENDMENT OF ARTICLES

Article 11-1 Amendments to these articles may be adopted by the Supervisory Board when a proposal to that effect has been made at an earlier meeting. Such resolution is valid when at least two-thirds of those present and at least half of the total number of Supervisory Board members vote in favour. The resolution may not be implemented until approved by the King.

Article 11-2 These articles shall enter into force when they have been approved in conformity with the Savings Banks Act section 11 first paragraph (b). From the same time the present articles shall be rescinded; see however the implementation rules laid down by the Ministry of Finance on 2 December 1977, cf. II(1) of Act of 10 June 1977 amending the Savings Banks Act of 24 May 1961.

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These Articles of Association were approved by the Supervisory Board on 30 April 1992, with subsequent amendments of 13 January 1994, 21 October 1994, 24 November 1994, 25 April 1995, 21 November 1995, 9 November 1996, 3 July 2000, 20 June 2001, 19 December 2001, 20 June 2002, 20 November 2002, 17 March 2004, 16 March 2005, 31 October 2005, 21 March 2007 and 13 March 2008.

SpareBank 1 SMN Terje Skjønhals Chairman of the Supervisory Board