**EXHIBIT3(a)**

AMENDED AND RESTATEDARTICLES OF INCORPORATION

OF

MAINE &MARITIMES CORPORATION

FIRST:   The name of the corporation is

MAINE & MARITIMES CORPORATION

Its principal location inthe State of Maine is at 209 State Street, Presque Isle, Maine 04769.

SECOND:  The Clerk shall be a Maine resident, and theregistered office shall be the principal office of the Company.

THIRD:  The Company shall have a Board of Directorsof not less than nine (9) members nor more than eleven (11) members, as fromtime to time may be determined by resolution of the Stockholders or byresolution of the Directors; provided however, that such maximum number may beincreased further, up to a maximum of 25, when the provisions hereof explicitlyso provide, and then only to the extent provided in the applicable provision orprovisions hereof.  Directors must beStockholders of the Company.  In additionto their other powers to fill vacancies, the Board of Directors may fill anynewly created directorships which they may have created.  No individual who has attained the age ofseventy eight (78) years shall (1) be permitted to stand for election to theBoard of Directors or (2) be selected by a majority of the remaining Directorsto fill any vacancy on the Board.

The Board of Directorsof the Company shall be divided into three classes:  Class I, Class II and Class III.  Such classes shall be as nearly equal innumber as possible. The term of office of the initial Class I Directors shallexpire at the Annual Meeting of Stockholders in 2006; the term of office of theinitial Class II Directors shall expire at the Annual Meeting of Stockholdersin 2005; and the term of office of the initial Class III Directors shall expireat the Annual Meeting of Stockholders in 2004; or in each case thereafter whentheir respective successors are elected and have qualified.  At each annual election after the initialelection of Directors according to classes, the Directors chosen to succeedthose whose terms then expire, shall be identified as being of the same classas the Directors they succeed and shall be elected for a term expiring at thethird succeeding Annual Meeting of Stockholders or in each case thereafter whentheir respective successors are elected and have qualified.  If the number of Directors has changed, anyincrease or decrease in Directors shall be apportioned among the classes so asto maintain all classes as nearly equal in number as possible, but in no caseshall a decrease in number of Directors shorten the term of any incumbent Director.  Vacancies occurring in the Board of Directorsfor any reason, including any newly created directorships resulting from anincrease in the number of directors, shall be filled by the affirmative vote ofa majority of the remaining Directors. Each Director so chosen shall hold office until the expiration of theterm of the Director whom he or she has been chosen to succeed, if any, or ifnone, until the expiration of the

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term of the classassigned to the newly created directorship to which he or she has been electedand until his or her successor shall be duly elected and qualified or until hisor her earlier death, resignation or removal. If Directors are elected by the holders of classes of stock other thanCommon Stock, (a) the entire Board of Directors shall not be so classified, butthe terms of the Directors elected as Class I, Class II or Class III Directorswhich have not expired shall continue until such term would otherwise expireand (b) any Director elected during the period in which Directors are electedby holders of classes of stock other than Common Stock shall hold office for aterm expiring at the next Annual Meeting of Stockholders. If Directors areelected by holders of classes of stock other than Common Stock and if such rightto elect Directors shall terminate, the initial term of all Directors electedthereafter by holders of the Common Stock shall be established in a manner soas to reinstitute the classified Board of Directors.

At all meetingsfor the election of Directors, each holder of stock of any class entitled toelect Directors at such meeting shall be entitled to as many votes as shallequal the number of shares held by him, multiplied by the number of Directorsto be elected by such class, and each such Stockholder may cast all of suchvotes for a single Director or may distribute them among the total number ofDirectors to be elected by such class, or among any two or more such Directorsas such Stockholder may see fit.

Any Director,except Directors elected by classes of stock other than Common Stock, may beremoved from office with or without cause by vote of the holders of sixty-sixand two thirds percent (66 2/3%) or more of the shares of the class of stockthat voted for his election (or for his predecessor in case such Director waselected by Directors) .

Special meetingsof Stockholders may be called by the President, by a majority of the Board ofDirectors or by the holders of at least a majority of the outstanding shares ofCommon Stock.  Special meetings of Stockholdersshall also be held when called for the purpose and in the manner provided inArticle FIFTH of these Restated Articles of Incorporation.

Notwithstandingany other provisions of these Restated Articles of Incorporation or the By-lawsof the Company (and notwithstanding the fact that a lesser percentage may bespecified by law, these Restated Articles of Incorporation or the By-laws ofthe Company), the affirmative vote of the holders of sixty-six and two-thirdspercent (66 2/3%) or more of the Common Stock of the Company then issued,outstanding and entitled to vote, shall be required to amend, repeal, or adoptany provisions inconsistent with, this Article THIRD, unless two-thirds (2/3)of the entire Board of Directors approves any such amendment, in which case,the affirmative vote of the holders of a majority of the Common Stock of theCompany issued, outstanding and entitled to vote shall be required.

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FOURTH:  The authorized capital stock of thecorporation shall consist of 5,500,000 shares, classified as follows:

Preferred Stock -500,000 shares of the par value of $.01 each

Common Stock -5,000,000 shares of the par value of $7.00 each

The aggregate parvalue of all authorized shares (of all classes) having a par value is $35,005,000.

The total numberof authorized shares (of all classes**)**without par value is 0 shares.

The informationrequired by §403 concerning each such class is as follows:

Common Stock:   The powers, preferences and rights, and thequalifications, limitations or restrictions of the Common Stock of the Companyare as follows:

Dividends.  Subject to the provisions of these Articlesof Incorporation and any provisions contained in any resolution of the Board ofDirectors authorizing any series of Preferred Stock in accordance herewith, andnot otherwise, such dividends as may be determined by the Board of Directorsmay be declared and paid on the Common Stock from time to time out of fundslegally available for dividends.

Liquidation Rights.  In the event of the voluntary or involuntaryliquidation, dissolution or winding up of the Company, the holders of theCommon Stock shall be entitled to receive, pro rata, all assets of the Companyavailable for distribution to its stockholders after payment, or provision forpayment, of the amounts to which the holders of any then outstanding stockhaving rights in the distribution of assets of the Company prior to those ofthe Common Stock are entitled.

Voting Rights.  The holders of the Common Stock shall beentitled to the exclusive right to vote for all purposes, except to the extendthat the holders of any other class or series of stock may be entitled to voteby reason of any law or statute or anything contained in these Articles ofIncorporation or in any resolution of the Board of Directors authorizing anyseries of Preferred Stock.

The Company mayissue bonds, debentures or other evidences of indebtedness convertible intoother bonds, debentures or other evidences of indebtedness, or into shares ofCommon Stock of the Company, within such period and upon such terms andconditions as shall be fixed by the Board of Directors.

Preferred Stock:   Preferred Stock may be issued in one or moreseries as may be determined from time to time by the Board of Directors.  Authority is hereby expressly granted to theBoard of Directors to authorize the issuance of one or more series of PreferredStock, and to

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fix by resolution orresolutions providing for the issue of each such series the voting powers,designations, preferences, and relative, participating, optional, redemption,conversion, exchange or other special rights, qualifications, limitations orrestrictions of such series, and the number of shares in each series, to thefull extent now or hereafter permitted by applicable law.

Any such resolutionmay provide as follows regarding the Preferred Stock:

Clause on rightsof holders of Preferred Stock to Elect Directors.  Whenever and as often as dividends payable onany of Preferred Stock outstanding shall be in arrears in an amount equivalentto or the dividends payable for a total period of 18 months, the holders of thePreferred Stock voting separately as a class shall be entitled to elect thesmallest number of directors necessary to constitute a majority of the fullBoard of Directors, which right may be exercised at any annual meeting and atany special meeting of Stockholders called for the purpose of electingDirectors, until such time as arrears in dividends on the Preferred Stock andthe current dividend thereon shall have been paid or declared and a sumsufficient for the payment thereof set apart, whereupon all voting rights givenby this Clause on rights of holders of Preferred Stock to Elect Directors (this“Preferred Directors Clause”) shall be divested from the Preferred Stock (subject,however, to being at any time or from time to time similarly revived anddivested).  Such directors shall beelected for a term ending at the next annual meeting.  The resolution or resolutions providing forthe issue of any series of Preferred Stock may provide a formula for allocatingthe number of Directors to be elected by each class, in the event that there ismore than one class of Preferred Stock outstanding at the time of thearrearage.

So long as holdersof the Preferred Stock shall have the right to elect Directors under the termsof the foregoing Preferred Directors Clause, the holders of the Common Stock,voting separately as a class, shall, subject to the voting rights of any otherclass of stock, be entitled to elect the remaining Directors and the number ofdirectors constituting a full Board shall be an odd number fixed by the Boardof Directors and stated in the notice of each meeting at which a full Board ofDirectors is to be elected.  Such Directorsshall be elected as provided in the Additional Provisions of Article SEVENTHattached as Exhibit B to these Articles of Incorporation.

Whenever, underthe provisions of the foregoing Preferred Directors Clause the right of holdersof the Preferred Stock, if any, to elect Directors shall accrue, the Board ofDirectors or the President shall, within twenty (20) days after delivery to theCompany at its principal office of a request or requests to such effect signedby the holders of at least ten per cent (10%) of the outstanding shares of anyclass of stock entitled to vote, call a special meeting, in accordance with theBylaws of the Company, of the holders of the class or classes of stock of theCompany entitled to vote, to be held within sixty (60) days from the deliveryof such request, for the purpose of electing a full Board of Directors to serveuntil the next annual meeting and until their respective successors shall beelected and shall qualify; provided, however, that if the annual meeting ofstockholders for the election of Directors is to be held within sixty (60) daysafter the delivery of such request, the Board of Directors or the Presidentneed not act thereon and the election of Directors shall be held at such annualmeeting.

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If at the time ofany such meeting there shall not exist sufficient vacancies in the Board ofDirectors so as to permit the holders of the Preferred Stock to elect amajority of the Directors of the Company, the holders of such stock, votingseparately as a single class, shall have the exclusive right to adopt aresolution to increase the number of Directors to the smallest number as willpermit the holders of the Preferred Stock to elect a majority of the full Boardof Directors unless the Board of Directors shall by resolution so increase thenumber of Directors.  However, at thenext annual meeting of holders of the Common Stock at which Directors areelected, the number of Directors shall, by a resolution adopted by the Board ofDirectors and without further vote of the holders of any class of stock of the Company,be reduced to the number in effect immediately prior to such increase and theholders of the Preferred Stock shall, so long as they have the right to votefor Directors as herein provided, elect the smallest number of Directors whichwill constitute a majority of such reduced numbers of Directors.

Whenever under theprovisions of the foregoing Preferred Directors Clause all arrears in dividendson the Preferred Stock and the current dividends thereon shall have been paidor declared and set apart for payment, a special meeting of the CommonStockholders for the election of Directors shall be held.  If for twenty (20) days after the accrual ofsuch special right of the holders of the Common Stock the Company shall fail tocall such special meeting of the Common Stockholders, then such meeting of theCommon Stockholders may be called by the holder or holders of at least five percent (5%) of the Common Stock outstanding and entitled to vote at such meetingafter filing with the Company notice of their intention so to do.  If at the time of any such meeting thereshall not exist sufficient vacancies in the Board of Directors so as to permitthe holders of the Common Stock to elect a majority of the Directors of theCompany, the holders of such stock, voting separately as a single class, shallhave the exclusive right to adopt a resolution to increase the number ofDirectors to the smallest number as will permit the holders of the Common Stockto elect a majority of the full Board of Directors unless the Board ofDirectors shall by resolution so increase the number of Directors.  Such directors shall be elected for a termending at the next annual meeting. However, at the next annual meeting of holders of the Common Stock atwhich Directors are elected, the number of Directors shall, by a resolutionadopted by the Board of Directors and without further vote of the holders ofany class of stock of the Company, be reduced to the number in effectimmediately prior to the initial increase occasioned by Preferred Stockdividend arrearages and the holders of the Common Stock shall have the right toelect all said Directors.

If, during anyinterval between annual meetings of stockholders for the election of Directorswhile holders of the Preferred Stock shall be entitled to elect any Directorpursuant to the foregoing Preferred Directors Clause, the number of Directorsin office who have been elected by the holders of any class of Preferred Stock(voting as a class) or by the holders of the Common Stock (voting as a class),as the case may be, shall become less than the total number of Directorssubject to election by holders of shares of such class, whether by reason ofthe resignation, death or removal of any Director or Directors, or an increasein the total number of Directors, the vacancy or vacancies shall be filled (1)by the remaining Directors or Director, if any, then in office who either wereor was elected by the votes of shares of such class or succeeded to a vacancyoriginally filled by the votes of shares of such class or (2) if there is no

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such Director remainingin office, at a special meeting of holders of shares of such class called bythe President of the Company to be held within sixty (60) days after thereshall have been delivered to the Company at its principal office a request orrequests signed by the holders of at least ten per cent (10%) of theoutstanding shares of such class; provided, however, that such request need notbe so acted upon if delivered less than sixty (60) days before the date fixedfor the annual meeting of stockholders for the election of Directors.

Any Directorelected by a class of Preferred Stock may be removed from office for cause, orwithout cause, by vote of the holders of the shares of the class of stock whichvoted for his election (or for his predecessor in case such Director waselected by Directors). A special meeting of holders of shares of any class ofPreferred Stock may be called by a majority vote of the Board of Directors orby the President for the purpose of removing a Director in accordance with theprovisions of the preceding sentence, and shall be called to be held withinsixty (60) days after there shall have been delivered to the Company at itsprincipal office a request or requests to such effect signed by holders of atleast ten per cent (10%) of the outstanding shares of the class entitled tovote within respect to the removal of any such Director; provided, however,that such a request need not be so acted upon if delivered less than sixty (60)days before the date fixed for the annual meeting of stockholders for theelection of Directors.

The holders of amajority of the shares of a class of stock entitled under the PreferredDirectors Clause or subsequent paragraphs to vote for the election or removalof Directors or the filling of any vacancy however created in the Board ofDirectors, present in person or represented by proxy at a meeting called forthe purpose of voting on any such action, shall constitute a quorum for suchpurpose without regard to the presence or absence at the meeting of the holdersof any other class of stock not entitled under the Preferred Directors Clauseor subsequent paragraphs to vote in respect thereto.  When a quorum is present, the vote of theholders of a majority of the shares of such quorum shall govern each suchelection, removal or filling of a vacancy in respect of which such class isentitled to vote.

Except as may berequired by law, holders of Preferred Stock of any series and holders of stockof any other class shall not be entitled to receive notice of any meeting ofholders of any class of stock at which they are not entitled to vote.

Subject to thevoting rights expressly conferred upon the Preferred Stock or upon otherclasses of stock by Restated Articles of Incorporation, the holders of theCommon Stock shall exclusively possess the full voting power for the electionof Directors, and for all other purposes.

There is herebyauthorized two series of Preferred Stock on the terms and with the provisionsherein set forth:

FIFTH:   Meetings of the shareholders may be heldoutside of the State of Maine.

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SIXTH:  There shall be no preemptive rights withrespect to the stock of any class of the Company.

SEVENTH:  Other provisions of these articles are asfollows:

A.            “InterestedStockholder” Provision

Paragraph 1.

(a)           Inaddition to any requirement of law or these Articles of Incorporation, andexcept as otherwise expressly provided in paragraph 2 of this Section A,

(i)            any merger orconsolidation of the Company or any Subsidiary (as hereinafter defined) with(a) any Interested Stockholder (as hereinafter defined) or (b) any othercorporation (whether or not itself an Interested Stockholder) which is, orafter such merger or consolidation would be, an Affiliate or Associate (ashereinafter defined) of an Interested Stockholder in each case without regardto which entity is the surviving entity; or

(ii)           any sale, lease,exchange, transfer or other disposition (in one transaction or a series oftransactions) (excluding any mortgage or pledge not made to avoid requirementsof this Article) to or with any Interested Stockholder or any Affiliate orAssociate of any Interested Stockholder of any assets of the Company or anySubsidiary (as hereinafter defined) having an aggregate Fair Market Value (ashereinafter defined) of $1,000,000 or more; or

(iii)          the issuance or transferby the Company or any Subsidiary (in one transaction or a series oftransactions) of any securities of the Company or any Subsidiary to anyInterested Stockholder or any Affiliate or Associate of any InterestedStockholder in exchange for cash, securities or other property (or acombination thereof) having an aggregate Fair Market Value of $1,000,000 ormore; or

(iv)          the adoption of any planor proposal for the liquidation or dissolution of the Company proposed by or onbehalf of any Interested Stockholder or any Affiliate or Associate of anyInterested Stockholder; or

(v)           any reclassification ofsecurities (including any reverse stock split), or recapitalization of theCompany, or any merger or consolidation of the Company with any of itsSubsidiaries or any other transaction (whether or not with or into or otherwiseinvolving any Interested Stockholder) which

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has the effect, directly or indirectly, of increasingthe proportionate share of the outstanding shares of any class of equity orconvertible securities of the Company or any Subsidiary which is directly orindirectly owned by any Interested Stockholder or any Affiliate or Associate ofany Interested Stockholder; or

(vi)          anyagreement, contract or other arrangements that provide for any or all of theactions described in paragraphs (i) through (v);

shall, except as providedin paragraph 2 below, require the approval of a majority vote of the ContinuingDirectors (as hereinafter defined).

(b)           Theterm “Business Combination” as used in this Section A of this Article SEVENTHshall mean any transaction which is referred to in any one or more of clauses(i) through (vi) of subparagraph (a) of this paragraph 1.

Paragraph 2. Theprovisions of paragraph 1 of this Section A of this Article SEVENTH shall notbe applicable to any particular Business Combination, if all of the conditionsspecified in both of the following subparagraphs (a) and (b) are met:

(a)           TheBusiness Combination shall have been approved by the affirmative vote of theholders of at least eighty percent (80%) of the outstanding shares of CommonStock of the Company (such affirmative vote shall be required notwithstandingthe fact that no vote may be required, or that a lesser percentage may bespecified, by law or in any agreement with any national securities exchange orotherwise); and

(b)           All of the followingconditions have been met:

(i)            Theaggregate amount of (x) cash and (y) Fair Market Value as of the date of theconsummation of the Business Combination of consideration other than cash, tobe received per share by each holder of the Company’s Common Stock in suchBusiness Combination transaction shall be at least equal to the highest amountdetermined under sub-clauses (aa), (bb) and (cc) below:

(aa)                            (ifapplicable) the highest per share price (including any brokerage commissions, transfer taxes and solicitingdealers’ fees) paid by the Interested Stockholder for any share of Common Stockacquired by it (1) within the two-year period immediately prior to the firstpublic announcement of the proposal of the Business Combination (the “AnnouncementDate”) or (2) in the transaction in which it became an Interested Stockholder(the “Determination Date”), whichever is higher, as adjusted for any subsequentstock

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split, stock dividend or reclassification with respectto such stock; and

(bb)         theFair Market Value per share of Common Stock on the Announcement Date or on the DeterminationDate, whichever is higher; and

(cc)         thebook value per share of the Common Stock reported at the end of the fiscalquarter immediately prior to the Announcement Date or the Determination Date,whichever is higher (the “Book Value”), such book value to be determined inaccordance with generally accepted accounting principles.

(ii)           Theconsideration to be received by holders of the Common Stock in a BusinessCombination shall be in cash or, if not cash, in the same form as theInterested Stockholder has paid for shares of Common Stock.  If the Interested Stockholder has paid forshares of Common Stock with varying forms of consideration, the form of theconsideration shall be either cash or the form used to acquire the largestnumber of shares of Common Stock previously acquired by the InterestedStockholder.

(iii)          After such Interested Stockholder has becomean Interested Stockholder and prior to the consummation of such BusinessCombination:  (a) except as approved by amajority of the Continuing Directors, there shall have been no failure todeclare and pay at the regular date therefor any full dividends (whether or notcumulative) on any stock of the Company having preferential dividend rights;(b) there shall have been (1) no reduction in the annual rate of dividends paidon the Common Stock (except as necessary to reflect any subdivision of theCommon Stock), except as approved by a majority of the Continuing Directors,and (2) an increase in such annual rate of dividends as necessary to reflectany reclassification (including any reverse stock split), recapitalization,reorganization or any similar transaction which has the effect of reducing thenumber of outstanding shares of the Common Stock, unless the failure so toincrease such annual rate is approved by a majority of the ContinuingDirectors; and (c) such Interested Stockholder shall not have become thebeneficial owner of any additional shares of Common Stock except as part of thetransaction that results in such Interested Stockholder becoming an InterestedStockholder.  The approval by a majorityof the Continuing Directors of any exception to the requirements set forth inclauses (a) and (b) above shall only be effective if obtained at a meeting atwhich a Continuing Director Quorum is present.

(iv)          Aftersuch Interested Stockholder has become an Interested Stockholder,

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such Interested Stockholder shall not have receivedthe benefit, directly or indirectly (except proportionately as a stockholder)of any loans, advances, guarantees, pledges or other financial assistance orany tax credits or other tax advantages provided by the Company, whether inanticipation of or in connection with such Business Combination or otherwise.

(v)           Aproxy or information statement describing the proposed Business Combination andcomplying with the requirements of the Securities Exchange Act of 1934 and therules and regulations thereunder (or any subsequent provisions replacing suchAct, rules or regulations) shall be mailed to public stockholders of the Companyat least 30 days prior to the consummation of such Business Combination  (whether or not such proxy or informationstatement is required to be mailed pursuant to such Act or subsequentprovisions).

Paragraph 3.          For the purposes of thisSection A of this Article SEVENTH:

(a)           The term “person” shallmean any individual, firm, corporation, partnership, limited liability companyor other entity.

(b)           Theterm “Interested Stockholder” shall mean any person (other than the Company orany Subsidiary and other than any profit-sharing, employee stock ownership orother employee benefit plan of the Company or any Subsidiary or any trustee orfiduciary with respect to any such plan when acting in such capacity) who or which:

(i)            isthe beneficial owner (as hereinafter defined) of more than ten percent (10%) ofthe Common Stock; or

(ii)           isan Affiliate or Associate (as hereinafter defined) of the Company and at anytime within the two-year period immediately prior to the date in question wasthe beneficial owner of ten percent (10%) or more of the Common Stock; or

(iii)          is an assignee of or has otherwise succeededto any shares of Common Stock which were at any time within the two-year periodimmediately prior to the date in question beneficially owned by any InterestedStockholder, if such assignment or succession shall have occurred in the courseof a transaction or series of transactions not involving a public offeringwithin the meaning of the Securities Act of 1933.

(c)           A person shall be a “beneficialowner” of any Common Stock:

(i)            whichsuch persons or any of its Affiliates or Associates (as hereinafter

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defined) beneficially owns (as beneficial ownership isdefined in Rule 13d-3 of the Rules and Regulations under the SecuritiesExchange Act of 1934 as in effect on January 1, 2003, or amendments thereto),directly or indirectly; or

(ii)                                  whichsuch person or any of its Affiliates or Associates has, directly or indirectly,(a) the right to acquire (whether such right is exercisable immediately or onlyafter the passage of time), pursuant to any agreement, arrangement orunderstanding or upon the exercise of conversion rights, exchange rights,warrants or options, or otherwise, or (b) the right to vote or direct thevoting pursuant to any agreement, arrangement or understanding; or

(iii)                               whichis beneficially owned, directly or indirectly, by any other person with whichsuch person or any of its Affiliates or Associates has any agreement,arrangement or understanding for the purpose of acquiring, holding, voting, ordisposing of any shares of Common Stock.

(d)                                 Forpurposes of determining whether a person is an Interested Stockholder pursuantto subparagraph (b) of this paragraph 3, the number of shares of Common Stockdeemed to be outstanding shall include shares deemed owned through applicationof subparagraph (c) of this paragraph 3 but shall not include any other sharesof Common Stock which may be issuable pursuant to any agreement, arrangement orunderstanding, or upon exercise of conversion rights, warrants or options, orotherwise.

(e)                                  Theterm “Affiliate” or “Associate” shall have the respective meanings ascribed tosuch terms in Rule 12b-2 of the General Rules and Regulations under theSecurities Exchange Act of 1934, as in effect on January 1, 2003, or amendmentsthereto.

(f)                                    Theterm “Subsidiary” means any entity of which a majority of any class of equitysecurity is owned, directly or indirectly, by the Company, provided, however,that for the purposes of the definition of Interested Stockholder set forth insubparagraph (b) of this paragraph 3, the term “Subsidiary” shall mean only acorporation of which a majority of each class of equity security is owned,directly or indirectly, by the Company.

(g)                                 Theterm “Continuing Director” means any member of the Board of Directors of theCorporation (the “Board”) who is unaffiliated with the Interested Stockholderand was a member of the Board prior to the time that the Interested Stockholderbecame an Interested Stockholder, and any successor of a Continuing Directorwho is unaffiliated with the Interested Stockholder and is recommended to

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succeed a Continuing Director by a majority of Continuing Directors,provided that such recommendation or election shall only be effective if madeat a meeting at which a Continuing Director Quorum is present.

(h)           Theterm “Continuing Director Quorum” means the number of Continuing Directorscapable of exercising the powers conferred upon them under the provisions ofthe Articles of Incorporation or By-laws of the Company or by law.

(i)            Theterm “Fair Market Value” means:  (i) inthe case of stock, the highest closing sale price during the 30-day periodimmediately preceding the date in question of a share of such stock on theAmerican Stock Exchange, or, if such stock is not quoted on such Exchange, onthe principal United States securities exchange registered under the SecuritiesExchange Act of 1934 on which such stock is listed, or, if such stock is notlisted on any such exchange, the highest closing bid quotation with respect toa share of such stock during the 30-day period preceding the date in questionon the National Association of Securities Dealers, Inc., Automated QuotationsSystem or any system then in use, or if no such quotations are available, thefair market value on the date in question of such stock as determined by theBoard in good faith and (ii) in the case of property other than cash or stock;the fair market value of such property on the date in question as determined ingood faith by a majority of Continuing Directors, provided that suchdetermination shall only be effective if made at a meeting at which aContinuing Director Quorum is present.

(j)            Inthe event of any Business Combination in which the Company survives, the phrase“consideration other than cash to be received” as used in subparagraph (b)(i)and the phrase “consideration to be received” as used in subparagraph b(ii) ofparagraph 2 of this Section A of this Article SEVENTH shall include the sharesof Common Stock retained by the holders of such shares.

Paragraph 4.Nothing contained in this Section A of this Article SEVENTH shall be construedto relieve any Interested Stockholder from any fiduciary obligation imposed bylaw.

Paragraph 5.Notwithstanding any other provisions of these Articles of Incorporation or theBy-laws of the Company (and notwithstanding the fact that a lesser percentagemay be specified by law, these Articles of Incorporation or the By-laws of theCompany), the affirmative vote of the holders of eighty percent (80%) or moreof the Common Stock of the Company then issued, outstanding and entitled tovote, shall be required to amend or repeal, or adopt any provisionsinconsistent with this Section A of this Article SEVENTH, unless a majority ofthe Continuing Directors approve any such amendment, in which case theaffirmative vote of the holders of a majority of the Common Stock then issued,outstanding and entitled to vote shall be required.

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Paragraph 6.  A majority of the Continuing Directors shallhave the power to determine for the purposes of this Section A of this ArticleSEVENTH, on the basis of information known to them after reasonable inquiry,(a) whether a person is an Interested Stockholder, (b) the number of shares ofCommon Stock beneficially owned by any person, (c) whether a person is anAffiliate or Associate of another, (d) whether the assets that are subject toany Business Combination have, or the consideration to be received for theissuance or transfer of securities by the Company or any Subsidiary in any BusinessCombination has, an aggregate Fair Market Value of $1,000,000 or more, (e)whether any mortgage or pledge is made to avoid the requirements of thisSection A of this Article SEVENTH, and (f) any other matters with respect towhich a determination is permitted under this Section A of this ArticleSEVENTH.  Any such determination made ingood faith shall be binding and conclusive on all parties.

B.            Fair PriceProvision

Paragraph 1

(a)                                  Inaddition to any affirmative vote required by law or these Articles ofIncorporation, and except as otherwise expressly provided in Section A of thisArticle SEVENTH.

(i)                                     anymerger or consolidation of the Company or any Subsidiary with any Person (ashereinafter defined) or

(ii)                                  anysale, lease, exchange, or other disposition (in one transaction or a series oftransactions) to or with any Person of all or substantially all of the propertyand assets of the Company (any event which comes within the meaning ofsubclauses (i) or (ii) hereinafter called a “transaction”)

shall require theaffirmative vote of

(a)                                  theholders of at least 80% of the then outstanding shares of Common Stock of theCompany if the consideration per share to be received by the holders of theCompany’s Common Stock shall be an amount less than Book Value per share ofCommon Stock (as defined in Section A of this Article SEVENTH, Paragraph2(b)(i)(cc));

(b)                                 theholders of at least 75% of the then outstanding shares of Common Stock of theCompany if the consideration per share to be received by the holders of theCompany’s Common Stock shall be an amount equal to or higher than Book Valueper share of Common Stock but less than 105% of Book Value per share of CommonStock;

(c)                                  theholders of at least 70% of the then outstanding shares of Common Stock of the

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Company if the consideration per share to be received by the holders ofthe Company’s stock shall be an amount equal to or higher than 105% of BookValue per share of Common Stock but less than 110% of Book Value per share ofCommon Stock;

(d)                                 theholders of at least 65% of the then outstanding shares of Common Stock of theCompany if the consideration per share to be received by the holders of theCompany’s stock shall be an amount equal to or higher than 110% of Book Valueper share of Common Stock but less than 115% of Book Value per share of CommonStock.

(e)                                  theholders of at least 60% of the then outstanding shares of Common Stock of theCompany if the consideration per share to be received by the holders of theCompany’s Common Stock shall be an amount equal to or higher than 115% of BookValue per share of Common Stock but less than 120% of Book Value per share ofCommon Stock; or

(f)                                    theholders of at least the majority of the then outstanding shares of Common Stockof the Company if the consideration per share to be received by the holders ofthe Company’s Common Stock shall be an amount equal to or higher than 120% ofBook Value per share of Common Stock;

provided, however, theprovisions of subclauses (a) through (f) shall not be applicable to anyparticular Transaction and such Transaction shall require only such affirmativevote as is required by law and any other provision of these Articles ofIncorporation, if such Transaction shall have been approved by a majority ofthe Continuing Directors (as defined in Section A of this Article SEVENTH at ameeting at which a Continuing Director Quorum (as defined in Section A of thisArticle SEVENTH) shall be present.

Paragraph 2.    Forthe purposes of this Section B of this Article SEVENTH, “Person” shall mean anyindividual, firm, corporation, partnership, limited liability company or otherentity.

Paragraph 3.    Notwithstandingany other provisions of these Articles of Incorporation or the By-laws of theCompany (and notwithstanding the fact that a lesser percentage may be specifiedby law, these Articles of Incorporation or the By-laws of the Company), theaffirmative vote of the holders of 80% or more of the Common Stock of theCompany then issued, outstanding and entitled to vote, shall be required toamend or repeal, or adopt any provisions inconsistent with this Section B ofthis Article SEVENTH unless a majority of the Continuing Directors approve anysuch amendment, in which case, such affirmative vote of the holders of amajority of the Common Stock of the Company then issued, outstanding andentitled to vote shall be required.

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C.                                     ProvisionRestricting Buy-Backs at a Premium

(a)                                  TheCompany shall not purchase, or agree to purchase, any shares of Common Stock ofthe Company from any person or other entity whom the Board of Directorsbelieves to be the beneficial owner of more than five percent (5%) of theoutstanding shares of Common Stock of the Company at the time the purchase isauthorized by the Board, at a price exceeding one hundred and five percent(105%) of the Fair Market Value per share of the Common Stock of theCompany.  This provision shall not apply,however, to (i) any purchase of shares believed by the Board to have beenbeneficially owned by the seller, or by the seller and any of the seller’sAffiliates consecutively, for at least the two-year period ending withthe date of such purchase or agreement; (ii) any purchase of shares which hasbeen approved by affirmative vote of the holders of a majority of the voting powerof the then outstanding shares of capital stock of the Company entitled to votegenerally in the election of directors (the “Voting Stock”) excluding VotingStock owned by the Seller; or (iii) any purchase pursuant to a tender orexchange offer to all holders of Common Stock on the same terms.

(b)                                 Asused in this Section C of this Article SEVENTH the terms “Affiliate”, “beneficialowner” and “Fair Market Value” shall have the respective meanings associated tosuch terms in Section A of this Article SEVENTH of these Articles ofIncorporation.

(c)                                  Notwithstandingany other provision of these Articles of Incorporation or the By-laws of theCompany (and notwithstanding the fact that a lesser amount may be specified bylaw, these Articles of Incorporation or the By-laws of the Company), theaffirmative vote of the holders of sixty-six and two-thirds percent (66 2/3%)or more of the Common Stock of the Company then issued, outstanding andentitled to vote, shall be required to amend, repeal, or adopt any provisionsinconsistent with, this Section C of this Article SEVENTH, unless two-thirds(2/3) of the entire Board of Directors approves such amendments, in which casethe affirmative vote of the holders of a majority of the Common Stock of theCompany then issued, outstanding and entitled to vote shall be required.

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**EXHIBIT A**

**TO**

**ARTICLES OF AMENDMENT**

**OF MAINE& MARITIMES CORPORATION**

1.     Section 5(a) of the terms forthe Series A-2 Preferred Stock outlined in Article FOURTH of the Amended andRestated Articles of Incorporation of Maine & Maritimes Corporation ishereby amended to read in its entirety as follows:

5.             Conversion

(a)           Conversion Rights

Except to the extent thatthe Company shall have exercised its rights as to redemption as provided inSection 6 below, the Series A-2 Preferred Stock shall be converted on April 15,2007 (the “Conversion Date”), into the number of shares of the Company’s CommonStock equal to the quotient obtained by dividing (i) $650,000 (USD) by (ii)$25.00 per share equaling Twenty-Six Thousand (26,000) shares.

Articles ofAmendment effective March 20, 2007.

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