Exhibit 3(a)



AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

MAINE & MARITIMES CORPORATION



FIRST: The name of the corporation is



MAINE & MARITIMES CORPORATION



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



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



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



The Board of Directors of the Company shall be divided into three classes: Class I, Class II and Class III. Such classes shall be as nearly equal in number as possible. The term of office of the initial Class I Directors shall expire at the
Annual Meeting of Stockholders in 2006; the term of office of the initial Class II Directors shall expire at the Annual Meeting of Stockholders in 2005; and the term of office of the initial Class III Directors shall expire at the Annual Meeting of
Stockholders in 2004; or in each case thereafter when their respective successors are elected and have qualified. At each annual election after the initial election of Directors according to classes, the Directors chosen to succeed those whose terms
then expire, shall be identified as being of the same class as the Directors they succeed and shall be elected for a term expiring at the third succeeding Annual Meeting of Stockholders or in each case thereafter when their respective successors are
elected and have qualified. If the number of Directors has changed, any increase or decrease in Directors shall be apportioned among the classes so as to maintain all classes as nearly equal in number as possible, but in no case shall a decrease in
number of Directors shorten the term of any incumbent Director. Vacancies occurring in the Board of Directors for any reason, including any newly created directorships resulting from an increase in the number of directors, shall be filled by the
affirmative vote of a majority of the remaining



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Directors. Each Director so chosen shall hold office until the expiration of the term of the Director whom he or she has been chosen to succeed, if any, or
if none, until the expiration of the term of the class assigned to the newly created directorship to which he or she has been elected and until his or her successor shall be duly elected and qualified or until his or her earlier death, resignation
or removal. If Directors are elected by the holders of classes of stock other than Common Stock, (a) the entire Board of Directors shall not be so classified, but the terms of the Directors elected as Class I, Class II or Class III Directors which
have not expired shall continue until such term would otherwise expire and (b) any Director elected during the period in which Directors are elected by holders of classes of stock other than Common Stock shall hold office for a term expiring at the
next Annual Meeting of Stockholders. If Directors are elected by holders of classes of stock other than Common Stock and if such right to elect Directors shall terminate, the initial term of all Directors elected thereafter by holders of the Common
Stock shall be established in a manner so as to reinstitute the classified Board of Directors.



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



Any
Director, except Directors elected by classes of stock other than Common Stock, may be removed from office with or without cause by vote of the holders of sixty-six and two thirds percent (662/3%) or more of the shares of the class of stock that voted for his election (or for his predecessor in case such Director was elected by Directors) .



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



Notwithstanding any other provisions of these Restated Articles of Incorporation or the By-laws of the Company (and notwithstanding the fact that a lesser percentage may be specified by law, these Restated Articles of Incorporation or the
By-laws of the Company), the affirmative vote of the holders of sixty-six and two-thirds percent (662/3%) or
more of the Common Stock of the Company then issued, outstanding and entitled to vote, shall be required to amend, repeal, or adopt any 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 the Company issued, outstanding and entitled to vote shall be required.



Exhibit 3(a) - Page 2



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FOURTH: The authorized capital stock of the corporation 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 par value of all authorized shares
(of all classes) having a par value is $35,005,000.



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



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



Common Stock: The powers, preferences and rights, and the qualifications, limitations or restrictions of the Common
Stock of the Company are as follows:



Dividends. Subject to the provisions of these Articles of Incorporation and any provisions contained in any resolution of the Board of Directors authorizing any series of Preferred Stock in accordance herewith, and not otherwise,
such dividends as may be determined by the Board of Directors may be declared and paid on the Common Stock from time to time out of funds legally available for dividends.



Liquidation Rights. In the event of the voluntary or involuntary liquidation, dissolution or winding
up of the Company, the holders of the Common Stock shall be entitled to receive, pro rata, all assets of the Company available for distribution to its stockholders after payment, or provision for payment, of the amounts to which the holders of any
then outstanding stock having rights in the distribution of assets of the Company prior to those of the Common Stock are entitled.



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



The Company may issue bonds, debentures or
other evidences of indebtedness convertible into other bonds, debentures or other evidences of indebtedness, or into shares of Common Stock of the Company, within such period and upon such terms and conditions as shall be fixed by the Board of
Directors.



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



Exhibit 3(a) - Page 3



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fix by resolution or resolutions 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 or restrictions of such series, and the number of shares in each series, to the full extent now or hereafter permitted by applicable law.



Any such resolution may provide as follows regarding the Preferred Stock:



Clause on rights of holders of Preferred Stock to Elect
Directors. Whenever and as often as dividends payable on any of Preferred Stock outstanding shall be in arrears in an amount equivalent to or the dividends payable for a total period of 18 months, the holders of the Preferred Stock voting
separately as a class shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, which right may be exercised at any annual meeting and at any special meeting of Stockholders called
for the purpose of electing Directors, until such time as arrears in dividends on the Preferred Stock and the current dividend thereon shall have been paid or declared and a sum sufficient for the payment thereof set apart, whereupon all voting
rights given by 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 and divested). Such directors shall be elected for a term ending at the next annual meeting. The resolution or resolutions providing for the issue of any series of Preferred Stock may provide a formula for allocating the number of Directors
to be elected by each class, in the event that there is more than one class of Preferred Stock outstanding at the time of the arrearage.



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



Whenever, under the provisions of the
foregoing Preferred Directors Clause the right of holders of the Preferred Stock, if any, to elect Directors shall accrue, the Board of Directors or the President shall, within twenty (20) days after delivery to the Company at its principal office
of a request or requests to such effect signed by the holders of at least ten per cent (10%) of the outstanding shares of any class of stock entitled to vote, call a special meeting, in accordance with the Bylaws of the Company, of the holders of
the class or classes of stock of the Company entitled to vote, to be held within sixty (60) days from the delivery of such request, for the purpose of electing a full Board of Directors to serve until the next annual meeting and until their
respective successors shall be elected and shall qualify; provided, however, that if the annual meeting of stockholders for the election of Directors is to be held within sixty (60) days after the delivery of such request, the Board of Directors or
the President need not act thereon and the election of Directors shall be held at such annual meeting.



Exhibit 3(a) - Page 4



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If at the time of any such meeting there shall not exist sufficient vacancies in the Board of Directors
so as to permit the holders of the Preferred Stock to elect a majority of the Directors of the Company, the holders of such stock, voting separately as a single class, shall have the exclusive right to adopt a resolution to increase the number of
Directors to the smallest number as will permit the holders of the Preferred Stock to elect a majority of the full Board of Directors unless the Board of Directors shall by resolution so increase the number of Directors. However, at the next annual
meeting of holders of the Common Stock at which Directors are elected, the number of Directors shall, by a resolution adopted by the Board of Directors 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 the holders of the Preferred Stock shall, so long as they have the right to vote for Directors as herein provided, elect the smallest number of Directors which will constitute a majority of
such reduced numbers of Directors.



Whenever under the
provisions of the foregoing Preferred Directors Clause all arrears in dividends on the Preferred Stock and the current dividends thereon shall have been paid or declared and set apart for payment, a special meeting of the Common Stockholders for the
election of Directors shall be held. If for twenty (20) days after the accrual of such special right of the holders of the Common Stock the Company shall fail to call such special meeting of the Common Stockholders, then such meeting of the Common
Stockholders may be called by the holder or holders of at least five per cent (5%) of the Common Stock outstanding and entitled to vote at such meeting after filing with the Company notice of their intention so to do. If at the time of any such
meeting there shall not exist sufficient vacancies in the Board of Directors so as to permit the holders of the Common Stock to elect a majority of the Directors of the Company, the holders of such stock, voting separately as a single class, shall
have the exclusive right to adopt a resolution to increase the number of Directors to the smallest number as will permit the holders of the Common Stock to elect a majority of the full Board of Directors unless the Board of Directors shall by
resolution so increase the number of Directors. Such directors shall be elected for a term ending at the next annual meeting. However, at the next annual meeting of holders of the Common Stock at which Directors are elected, the number of Directors
shall, by a resolution adopted by the Board of Directors 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 the initial increase occasioned by Preferred Stock
dividend arrearages and the holders of the Common Stock shall have the right to elect all said Directors.



If, during any interval between annual meetings of stockholders for the election of Directors while holders of the Preferred Stock shall be entitled to
elect any Director pursuant to the foregoing Preferred Directors Clause, the number of Directors in 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 Directors subject to election by holders of shares of such class, whether by reason of the resignation, death or removal of any Director or Directors, or an increase in 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 were or was elected by the votes of shares of such class or succeeded to a vacancy originally filled by the
votes of shares of such class or (2) if there is no



Exhibit 3(a) - Page 5



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such Director remaining in office, at a special meeting of holders of shares of such class called by the President of the Company to be held within sixty
(60) days after there shall have been delivered to the Company at its principal office a request or requests signed by the holders of at least ten per cent (10%) of the outstanding shares of such class; provided, however, that such 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 the election of Directors.



Any Director elected by a class of Preferred Stock may be removed from office for cause, or without cause, by vote of the holders of the shares of the
class of stock which voted for his election (or for his predecessor in case such Director was elected by Directors). A special meeting of holders of shares of any class of Preferred Stock may be called by a majority vote of the Board of Directors or
by the President for the purpose of removing a Director in accordance with the provisions of the preceding sentence, and shall be called to be held within sixty (60) days after there shall have been delivered to the Company at its principal office a
request or requests to such effect signed by holders of at least ten per cent (10%) of the outstanding shares of the class entitled to vote 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 the election of Directors.



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



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



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



There is hereby authorized two series of Preferred Stock on the terms and with the provisions herein set forth:



Series A-1 Preferred Stock



1. Designation. The series of Preferred Stock authorized hereunder
shall be designated as the Series A-1 Preferred Stock. The par value of the Series A-1 Preferred Stock shall be $0.01 per share. The number of shares constituting such series shall be 3000.



Exhibit 3(a) - Page 6



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2. Rank. The Series A-1 Preferred Stock shall, with respect to rights on liquidation, winding-up
and dissolution, rank pari passu with the Common Stock of the Company.



3. Dividends. The holders of the shares of Series A-1 Preferred Stock shall not be entitled to receive dividends.



4. Liquidation Preference. The Series A-1 Preferred Stock shall have no liquidation preference.



5. Conversion



(a) Conversion Rights



Except to the extent that the Company shall have exercised its rights as to
redemption as provided in Section 6 below, the Series A-1 Preferred Stock shall be converted on the day after the second anniversary of the date hereof (the Conversion Date), into the number of shares of the Companys Common
Stock equal to the quotient obtained by dividing (i) $300,000.00 (USD) by (ii) the average closing price on the American Stock Exchange of the Companys Common Stock for the ten (10) consecutive full trading days in which such shares are traded
on the American Stock Exchange preceding the fifth business day prior to the date hereof.



(b) Procedure for Conversion.



(i) Thirty (30) days prior to the date fixed for any conversion of the Series A-1 Preferred Stock, written notice (the Conversion
Notice) shall be given by first class mail, postage prepaid, to each holder of record on the record date fixed for such conversion of the Series A-1 Preferred Stock at such holders address as the same appears on the stock register of
the Company, provided, however, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the conversion of any shares of Series A-1 Preferred Stock to be converted except as to the holder or
holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Conversion Notice shall state:



(A) the number of shares of Series A-1 Preferred Stock held by the holder;



(B) the number of shares of Common Stock into which the shares of Series A-1 Preferred Stock are to be converted; and



(C) that the holder is to surrender to the Company, in the
manner and at the place designated, his certificate or certificates representing the shares of Series A-1 Preferred Stock to be converted.



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(ii) On or before the date fixed for conversion, each holder of Series A-1 Preferred
Stock shall surrender the certificate or certificates representing such shares of Series A-1 Preferred Stock to the Company, in the manner and at the place designated in the Conversion Notice, and as of the Conversion Date a certificate shall be
issued representing the shares of Common Stock into which such shares shall be converted.



6. Redemption.



(a) Optional Redemption.



(i)
The Company may, at the option of the Board of Directors, redeem on the Conversion Date (as defined above), from any source of funds legally available therefor, in whole or in part, in the manner provided in Section 6(b) hereof, any or all of the
shares of Series A-1 Preferred Stock, at the redemption price equal to (I) the greater of (A) the average closing price on the American Stock Exchange of the Companys Common Stock for the ten (10) consecutive full trading days in which such
shares are traded on the American Stock preceding the date of redemption and (B) Twenty-five Dollars ($25.00) per share, time (II) the number of shares of Common Stock into which the Series A-1 Preferred Stock is convertible pursuant to Section 5
above.



(ii) In the event of a redemption
pursuant to Section 6(a)(i) of only a portion of the then outstanding shares of Series A-1 Preferred Stock redeemable thereunder, the Company shall affect such redemption pro rata according to the number of shares held by each holder of such Series
A-1 Preferred Stock.



(b) Procedure for
Redemption.



(i) Thirty (30) days prior to
the date fixed for any redemption of the Series A-1 Preferred Stock, written notice (the Redemption Notice) shall be given by first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of the
Series A-1 Preferred Stock at such holders address as the same appears on the stock register of the Company, provided, however, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the
redemption of any shares of Series A-1 Preferred Stock to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Redemption Notice shall
state:



(A) whether all or less than all the outstanding
shares of the Series A-1 Preferred Stock redeemable thereunder are to be redeemed and the total number of shares of such Series A-1 preferred Stock being redeemed;



(B) the number of shares of Series A-1 Preferred Stock held by the holder that the Company intends to redeem;



Exhibit 3(a) - Page 8



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(C) the date fixed for redemption and the price at which the shares of Series A-1 Preferred Stock are to
be redeemed; and



(D) that the holder is to surrender to the
Company, in the manner and at the place designated, his certificate or certificates representing the shares of Series A-1 Preferred Stock to be redeemed.



(ii) On or before the date fixed for redemption, each holder of Series A-1 Preferred Stock shall surrender the certificate or certificates
representing such shares of Series A-1 Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full redemption price for such shares shall be payable in cash to the person
whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.



7. Voting Rights.



(a) The holders of Series
A-1 Preferred Stock, except as otherwise required under Maine law, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the Company.



(b) In any case in which the holders of Series A-1 Series A-1 Preferred Stock
shall be entitled to vote pursuant to this Section 7 or pursuant to Maine law each holder of Series A-1 Preferred Stock shall be entitled to one vote for each share of Series A-1 Preferred Stock held.



8. Covenants as to Common Stock.



The Company covenants and agrees that all shares of Common Stock which may
be issued upon the exercise of the conversion rights hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof.



9. Adjustment for Dividends in Other Stock, or Reclassification.



In case at any time or from time to time, the holders of
Common Stock shall have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) shall have become entitled to receive, without payment therefor,



(a) other or additional stock or other securities by way of
dividend, or



(b) other or additional stock or
other securities by way of spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement,



Exhibit 3(a) - Page 9



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then and in each such case the number of shares into which the Series A-1 Preferred Stock is convertible (which is also
the basis for calculation of redemption rights) shall be adjusted as follows: each share of Common Stock into which the Series A-1 Preferred Stock is convertible shall be deemed, for purposes of adjustment only, to have been held of record during
the period from the date hereof to and including the date of conversion or redemption, and the holder thereof retained such shares and all such other or additional stock and other securities receivable by him as aforesaid during such period, giving
effect to all adjustments called for during such period by Section 10.



10. Adjustment for Reorganization, Consolidation, or Merger.



10.1 In case the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company within one year from the date of such transfer, then, in each such case, the holder of Series A-1 Preferred Stock, on the conversion hereof as provided in Section 5 at any time after the
consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock issuable on such exercise immediately before such consummation or such effective
date, the stock and other securities and property (including cash) to which such holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had converted the Series A-1 Preferred
Stock immediately prior thereto. The number of shares as to which redemption rights are calculated shall similarly be adjusted.



10.2 In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, before
such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the holders of the Series A-1 Preferred Stock after the effective date of such
dissolution pursuant to this Section 10 to a bank or trust company, as trustee for the holder or holders of the Series A-1 Preferred Stock.



10.3 Upon any reorganization, consolidation, or merger referred to in this Section 10, the conversion and redemption rights hereunder shall continue in
full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on conversion of the Series A-1 Preferred Stock after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company.



11.
Business Day. If any payment, redemption or conversion shall be required by the terms hereof to be made on a day that is not a Business Day, such payment or redemption shall be made on the immediately succeeding Business Day.



Exhibit 3(a) - Page 10



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| | 12. | Restrictions on Transfer.
| | --- | -------------------------



| | (a) | Each certificate for Series A-1 Preferred Stock shall contain the following legend:
| | --- | -----------------------------------------------------------------------------------



THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SAID LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SAID LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES ARE ALSO SUBJECT TO THE APPLICABLE CERTIFICATE OF DESIGNATIONS, A COPY OF WHICH IS ON DEPOSIT AT THE PRINCIPAL OFFICE OF THE
CORPORATION.



| | (b) | Common Stock. The Common Stock issuable on conversion of Series A-1 Preferred Stock may not be sold or transferred for a period ending on the later to occur of the applicable
holding period under Rule 144 under the Securities Act, and 395 days after the date hereof (the Holding Period). If any holder wishes to sell or transfer his or her shares during the period beginning at the expiration of the
Holding Period, (i) he or she shall be allowed to sell or transfer no more than one-sixth (1/6) of his or her shares of Common Stock per month, and (ii) sales by all holders of Common Stock issued on conversion of the Series A-1 Preferred Stock
shall total no more shares per day than one-half (1/2) of the average daily volume of sales of the Companys common stock on the American Stock Exchange in the preceding month. In the event that the restriction in subsection (b)(ii) produces a
rate of sale that will not permit any holder to sell all of his or her shares of Common Stock issued on conversion of the Series A-1 Preferred Stock by the third anniversary of the Closing Date, then such holder shall be allowed to sell his or her
shares at an increased rate that will have such result, so long as such holder submits a proposal in writing to the Company no later than thirty (30) days after the end of the Holding Period and the Company thereafter gives its written approval to
such proposal, such approval not to be unreasonably withheld or delayed. The Company shall use its best efforts to provide or cause to be provided to such holder after the Holding Period such opinion as is required in connection with the removal of
the restrictive legend from the Common Stock and to cause such legend to be removed.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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13. Board Information Rights. No shareholder of Series A-1 stock or Common Stock issued upon
conversion thereof shall have any special right to a seat on the Companys Board of Directors; however, subject to any applicable restrictions under the federal securities laws, the holders shall have information rights to all
materials and information generally made available to the Companys Board of Directors, related to Maricor Technologies, Inc., other than personnel matters and other information requiring confidentiality, during the time any portion of the
Series A-1 remains outstanding.



14. References to AMEX.
Whenever a reference hereunder is made to the trading price of shares in MAM on the American Stock Exchange, such reference shall include any stock exchange over which the MAM shares are then traded and, in the event such shares are no longer traded
on a recognized exchange, shall mean the average price of the shares of MAM that have traded during the preceding sixty days accounting only for arms-length transactions.



Series A-2 Preferred Stock



1. Designation. The series of Preferred Stock authorized hereunder shall be designated as the Series A-2
Preferred Stock. The par value of the Series A-2 preferred Stock shall be $0.01 per share. The number of shares constituting such series shall be 6500.



2. Rank. The Series A-2 Preferred Stock shall, with respect to rights on liquidation, winding-up and dissolution, rank pari passu with the Common
Stock of the Company.



3. Dividends. The holders of the
shares of Series A-2 Preferred Stock shall not be entitled to receive dividends on account of such shares.



4. Liquidation Preference. The Series A-2 Preferred Stock shall have no liquidation preference.



5. Conversion



(a) Conversion Rights



Except to the extent that the Company shall have exercised its rights as to
redemption as provided in Section 6 below, the Series A-2 Preferred Stock shall be converted on the fourth (4th)
anniversary of the date hereof (the Conversion Date), into the number of shares of the Companys Common Stock equal to the quotient obtained by dividing (i) $650,000.00 (USD) by (ii) $25.00 per share equaling Twenty-Six
Thousand (26,000) shares, subject to the Conversion Adjustment, set forth below. The Series A-2 Preferred Stock shall be entitled to the following Conversion Adjustment: in the event that the average closing price on the American Stock
Exchange of the Companys Common Stock for the ten (10) consecutive full trading days in which such shares are traded on the American Stock Exchange preceding the date of conversion



Exhibit 3(a) - Page 12



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is less than Twenty-Five Dollars ($25.00) per share (the Reduced Share Price), the MAM Series A-2 Preferred Stock shall be convertible into
Common Stock equal to the quotient obtained by dividing (i) $650,000.00 (USD) by the Reduced Share Price.



(b) Procedure for Conversion.



(i) Thirty (30) days prior to the date fixed for any conversion of the Series A-2 Preferred Stock, written notice (the Conversion
Notice) shall be given by first class mail, postage prepaid, to each holder of record on the record date fixed for such conversion of the Series A-2 Preferred Stock at such holders address as the same appears on the stock register of
the Company, provided, however, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the conversion of any shares of Series A-2 Preferred Stock to be converted except as to the holder or
holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Conversion Notice shall state:



(A) the number of shares of Series A-2 Preferred Stock held by the holder;



(B) the number of shares of Common Stock into which the shares of Series A-2 Preferred Stock are to be converted; and



(C) that the holder is to surrender to the Company, in the
manner and at the place designated, his certificate or certificates representing the shares of Series A-2 Preferred Stock to be converted.



(ii) On or before the date fixed for conversion, each holder of Series A-2 Preferred Stock shall surrender the certificate or certificates
representing such shares of Series A-2 Preferred Stock to the Company, in the manner and at the place designated in the Conversion Notice, and as of the Conversion Date a certificate shall be issued representing the shares of Common Stock into which
such shares shall be converted.



6. Redemption.



(a) Optional Redemption.



(i) The Company may, at the option of the Board of
Directors, redeem on the Conversion Date (as defined above), from any source of funds legally available therefore, in whole or in part, in the manner provided in Section 6(b) hereof, any or all of the shares of Series A-2 Preferred Stock, at the
redemption price equal to (I) the greater of (A) the average closing price on the American Stock Exchange of the Companys Common Stock for the ten (10) consecutive full trading days in which such shares are traded on the American Stock
preceding the date of redemption and (B) Twenty-five Dollars ($25.00) per share, time (II) the number of shares of Common Stock into which the Series A-2 Preferred Stock is convertible pursuant to Section 5 above.



Exhibit 3(a) - Page 13



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(ii) In the event of a redemption pursuant to Section 6(a)(i) of only a portion of the
then outstanding shares of Series A-2 Preferred Stock redeemable thereunder, the Company shall effect such redemption pro rata according to the number of shares held by each holder of such Series A-2 Preferred Stock.



(b) Procedure for Redemption.



(i) Thirty (30) days prior to the date fixed for any
redemption of the Series A-2 Preferred Stock, written notice (the Redemption Notice) shall be given by first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of the Series A-2 Preferred
Stock at such holders address as the same appears on the stock register of the Company, provided, however, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any
shares of Series A-2 Preferred Stock to be redeemed except as to the holder or holders to whom the Company has failed to give said notice or except as to the holder or holders whose notice was defective. The Redemption Notice shall state:



(A) whether all or less than all the outstanding shares of
the Series A-2 Preferred Stock redeemable thereunder are to be redeemed and the total number of shares of such Series A-2 preferred Stock being redeemed;



(B) the number of shares of Series A-2 Preferred Stock held by the holder that the Company intends to redeem;



(C) the date fixed for redemption and the price at which the shares of Series
A-2 Preferred Stock are to be redeemed; and



(D) that the
holder is to surrender to the Company, in the manner and at the place designated, his certificate or certificates representing the shares of Series A-2 Preferred Stock to be redeemed.



(ii) On or before the date fixed for redemption, each holder of Series A-2 Preferred Stock shall surrender
the certificate or certificates representing such shares of Series A-2 Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full redemption price for such shares shall be
payable in cash to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event that less than all of the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.



7. Voting Rights.



(a) The holders of Series A-2 Preferred Stock, except as otherwise required under Maine law, shall not be entitled or permitted to vote on any matter
required or permitted to be voted upon by the stockholders of the Company.



Exhibit 3(a) - Page 14



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(b) In any case in which the holders of Series A-2 Series A-2 Preferred Stock shall be entitled to vote
pursuant to this Section 7 or pursuant to Maine law each holder of Series A-2 Preferred Stock shall be entitled to one vote for each share of Series A-2 Preferred Stock held.



8. Covenants as to Common Stock.



The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of the conversion
rights hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof.



9. Adjustment for Dividends in Other Stock, or Reclassification.



In case at any time or from time to time, the holders of Common Stock shall
have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) shall have become entitled to receive, without payment therefore,



(a) other or additional stock or other securities by way of dividend, or



(b) other or additional stock or other securities by way of
spin-off, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement,



then and in each such case the number of shares into which the Series A-2 Preferred Stock is convertible (which is also the basis for calculation of redemption rights)
shall be adjusted as follows: each share of Common Stock into which the Series A-2 Preferred Stock is convertible shall be deemed, for purposes of adjustment only, to have been held of record during the period from the date hereof to and including
the date of conversion or redemption, and the holder thereof retained such shares and all such other or additional stock and other securities receivable by him as aforesaid during such period, giving effect to all adjustments called for during such
period by Section 10.



10. Adjustment for Reorganization,
Consolidation, or Merger.



10.1 In case the Company shall
(a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company
within one year from the date of such transfer, then, in each such case, the holder of Series A-2 Preferred Stock, on the conversion hereof as provided in Section 5 at any time after the consummation of such reorganization, consolidation or merger
or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock issuable on such exercise immediately before such consummation or such effective date, the stock and other securities and property (including
cash) to which such holder would have been entitled upon such



Exhibit 3(a) - Page 15



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consummation or in connection with such dissolution, as the case may be, if such holder had converted the Series A-2 Preferred Stock immediately prior
thereto. The number of shares as to which redemption rights are calculated shall similarly be adjusted.



10.2 In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, before
such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the holders of the Series A-2 Preferred Stock after the effective date of such
dissolution pursuant to this Section 10 to a bank or trust company, as trustee for the holder or holders of the Series A-2 Preferred Stock.



10.3 Upon any reorganization, consolidation, or merger referred to in this Section 10, the conversion and redemption rights hereunder shall continue in
full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on conversion of the Series A-2 Preferred Stock after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially
all of the properties or assets of the Company.



11.
Business Day. If any payment, redemption or conversion shall be required by the terms hereof to be made on a day that is not a Business Day, such payment or redemption shall be made on the immediately succeeding Business Day.



12. Restrictions on Transfer.



| | (a) | Each certificate for Series A-2 Preferred Stock shall contain the following legend:
| | --- | -----------------------------------------------------------------------------------



THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING ISSUED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SAID LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SAID LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES ARE ALSO SUBJECT TO THE APPLICABLE CERTIFICATE OF DESIGNATIONS, A COPY OF WHICH IS ON DEPOSIT AT THE PRINCIPAL OFFICE OF THE
CORPORATION.



| | (b) | Common Stock. The Common Stock issuable on conversion of Series A-2 Preferred Stock may not be sold or transferred for the applicable holding
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 3(a) - Page 16



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| | period under Rule 144 under the Securities Act, (the Holding Period). If any holder wishes to sell or transfer his or her shares during
the period beginning at the expiration of the Holding Period, (i) he or she shall be allowed to sell or transfer no more than one-sixth (1/6) of his shares of Common Stock per month, and (ii) sales by all holders of Common Stock issued on conversion
of the Series A-2 Preferred Stock shall total no more shares per day than one-half (1/2) of the average daily volume of sales of the Companys common stock on the American Stock Exchange in the preceding month. In the event that the restriction
in subsection (b)(ii) produces a rate of sale that will not permit any holder to sell all of his or her shares of Common Stock issued on conversion of the Series A-2 Preferred Stock by the fifth anniversary of the Closing Date, then such holder
shall be allowed to sell his or her shares at an increased rate that will have such result, so long as such holder submits a proposal in writing to the Company no later than one-hundred twenty (120) days after the end of the Holding Period and the
Company thereafter gives its written approval to such proposal, such approval not to be unreasonably withheld or delayed. The Company shall use its best efforts to provide or cause to be provided to such holder after the Holding Period such opinion
as is required in connection with the removal of the restrictive legend from the Common Stock and to cause such legend to be removed.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13. Board Information Rights. No shareholder of Series A-2 stock or Common Stock issued upon conversion thereof shall have any special right to a
seat on the Companys Board of Directors; however, subject to any applicable restrictions under the federal securities laws, the holders shall have information rights to all materials and information generally made available to the
Companys Board of Directors, related to Maricor Technologies, Inc. other than personnel matters and other information requiring confidentiality, during the time any portion of the Series A-2 remains outstanding.



14. References to AMEX. Whenever a reference hereunder is made to the
trading price of shares in MAM on the American Stock Exchange, such reference shall include any stock exchange over which the MAM shares are then traded and, in the event such shares are no longer traded on a recognized exchange, shall mean the
average price of the shares of MAM that have traded during the preceding sixty days accounting only for arms-length transactions.



FIFTH: Meetings of the shareholders may be held outside of the State of Maine.



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



Exhibit 3(a) - Page 17



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SEVENTH: Other provisions of these articles are as follows:



A. Interested Stockholder Provision



Paragraph 1.



| | (a) | In addition to any requirement of law or these Articles of Incorporation, and except as otherwise expressly provided in paragraph 2 of this Section A,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any merger or consolidation of the Company or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation
(whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate or Associate (as hereinafter defined) of an Interested Stockholder in each case without regard to which entity is the surviving
entity; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | (iii) | the issuance or transfer by the Company or any Subsidiary (in one transaction or a series of transactions) of any securities of the Company or any Subsidiary to any Interested
Stockholder or any Affiliate or Associate 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; or
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | the adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by or on behalf of any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder; or
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or consolidation of the Company 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 proportionate share of the outstanding shares of any class of
equity or convertible securities of the Company or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 3(a) - Page 18



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| | (vi) | any agreement, contract or other arrangements that provide for any or all of the actions described in paragraphs (i) through (v);
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------



shall, except as provided in paragraph 2 below, require the approval of a majority vote of
the Continuing Directors (as hereinafter defined).



| | (b) | The term Business Combination as used in this Section A of this Article SEVENTH shall 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. The provisions of paragraph 1 of this Section A of this Article SEVENTH shall not be applicable to any particular Business Combination, if all of the conditions specified in both of the following subparagraphs (a) and (b) are
met:



| | (a) | The Business Combination shall have been approved by the affirmative vote of the holders of at least eighty percent (80%) of the outstanding shares of Common Stock of the Company
(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 or in any agreement with any national securities exchange or otherwise); and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | All of the following conditions have been met:
| | --- | ----------------------------------------------



| | (i) | The aggregate amount of (x) cash and (y) Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash, to be received per share
by each holder of the Companys Common Stock in such Business Combination transaction shall be at least equal to the highest amount determined under sub-clauses (aa), (bb) and (cc) below:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (aa) | (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers fees) paid by the Interested Stockholder for any share
of Common Stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the Announcement Date) or (2) in the transaction in which it became an
Interested Stockholder (the Determination Date), whichever is higher, as adjusted for any subsequent stock split, stock dividend or reclassification with respect to such stock; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (bb) | the Fair Market Value per share of Common Stock on the Announcement Date or on the Determination Date, whichever is higher; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------



Exhibit 3(a) - Page 19



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| | (cc) | the book value per share of the Common Stock reported at the end of the fiscal quarter immediately prior to the Announcement Date or the Determination Date, whichever is higher (the
Book Value), such book value to be determined in accordance with generally accepted accounting principles.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The consideration to be received by holders of the Common Stock in a Business Combination shall be in cash or, if not cash, in the same form as the Interested Stockholder has paid
for shares of Common Stock. If the Interested Stockholder has paid for shares of Common Stock with varying forms of consideration, the form of the consideration shall be either cash or the form used to acquire the largest number of shares of Common
Stock previously acquired by the Interested Stockholder.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (a) except as approved by a majority of the
Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full dividends (whether or not cumulative) on any stock of the Company having preferential dividend rights; (b) there shall have been (1) 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 (2) 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 (c) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Common Stock except as part of the transaction
that results in such Interested Stockholder becoming an Interested Stockholder. The approval by a majority of the Continuing Directors of any exception to the requirements set forth in clauses (a) and (b) above shall only be effective if obtained at
a meeting at which a Continuing Director Quorum is present.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | 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 Company, whether in anticipation of or in connection with such Business
Combination or otherwise.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 3(a) - Page 20



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| | (v) | 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 Company at least 30 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).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



(a) The term person shall mean any individual, firm, corporation, partnership, limited liability company or
other entity.



| | (b) | The term Interested Stockholder shall mean any person (other than the Company or any Subsidiary and other than any profit-sharing, employee stock ownership or other
employee benefit plan of the Company or any Subsidiary or any trustee or fiduciary with respect to any such plan when acting in such capacity) who or which:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | is the beneficial owner (as hereinafter defined) of more than ten percent (10%) of the Common Stock; or
| | --- | -------------------------------------------------------------------------------------------------------



| | (ii) | is an Affiliate or Associate (as hereinafter defined) of the Company and at any time within the two-year period immediately prior to the date in question was the beneficial owner of
ten percent (10%) or more of the Common Stock; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | is an assignee of or has otherwise succeeded to any shares of Common Stock which were at any time within the two-year period immediately prior to 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.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | A person shall be a beneficial owner of any Common Stock:
| | --- | -----------------------------------------------------------



| | (i) | which such persons or any of its Affiliates or Associates (as hereinafter defined) beneficially owns (as beneficial ownership is defined in Rule 13d-3 of the Rules and Regulations
under the Securities Exchange Act of 1934 as in effect on January 1, 2003, or amendments thereto), directly or indirectly; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



Exhibit 3(a) - Page 21



---

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



| | (iii) | 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.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | For purposes of determining whether a person is an Interested Stockholder pursuant to subparagraph (b) of this paragraph 3, the number of shares of Common Stock deemed to be
outstanding shall include shares deemed owned through application of subparagraph (c) of this paragraph 3 but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | The term 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 in effect on January 1, 2003, or amendments thereto.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | The term Subsidiary means any entity of which a majority of any class of equity security is owned, directly or indirectly, by the Company, provided, however, that for
the purposes of the definition of Interested Stockholder set forth in subparagraph (b) of this paragraph 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 Company.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | The term Continuing Director means any member of the Board of Directors of the Corporation (the Board) who is unaffiliated with 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 unaffiliated with the Interested Stockholder and is recommended to succeed a
Continuing Director by a majority of Continuing Directors, provided that such recommendation or election shall only be effective if made at a meeting at which a Continuing Director Quorum is present.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



Exhibit 3(a) - Page 22



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| | (h) | The term Continuing Director Quorum means the number of Continuing Directors capable of exercising the powers conferred upon them under the provisions of the Articles of
Incorporation or By-laws of the Company or by law.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | The term Fair Market Value means: (i) 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 American Stock Exchange, or, if such stock is not quoted on such Exchange, 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, Inc., Automated Quotations System
or any system then in use, or if no such quotations are available, the fair market value on the date in question of such stock as determined by the Board 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 in good faith by a majority of Continuing Directors, provided that such determination shall only be effective if made at a meeting at which a Continuing Director Quorum is present.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (j) | In the 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) of paragraph 2 of this Section A of this Article SEVENTH shall include the shares of Common Stock retained by the holders of such shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Paragraph 4. Nothing contained in this Section A of this Article SEVENTH
shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.



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



Paragraph 6. A majority of the Continuing Directors shall have the power to determine for the purposes of this Section A of this Article SEVENTH, 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 beneficially owned by any person, (c) whether a person is an



Exhibit 3(a) - Page 23



---

Affiliate or Associate of another, (d) whether the assets that are subject to any Business Combination have, or the consideration to be received for the
issuance or transfer of securities by the Company or any Subsidiary in any Business Combination 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 this Section A of this
Article SEVENTH, and (f) any other matters with respect to which a determination is permitted under this Section A of this Article SEVENTH. Any such determination made in good faith shall be binding and conclusive on all parties.



B. Fair Price Provision



Paragraph 1



| | (a) | In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in Section A of this Article SEVENTH.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any merger or consolidation of the Company or any Subsidiary with any Person (as hereinafter defined) or
| | --- | --------------------------------------------------------------------------------------------------------



| | (ii) | any sale, lease, exchange, or other disposition (in one transaction or a series of transactions) to or with any Person of all or substantially all of the property and assets of the
Company (any event which comes within the meaning of subclauses (i) or (ii) hereinafter called a transaction)
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



shall require the affirmative vote of



| | (a) | the holders of at least 80% of the then outstanding shares of Common Stock of the Company if the consideration per share to be received by the holders of the Companys Common
Stock shall be an amount less than Book Value per share of Common Stock (as defined in Section A of this Article SEVENTH, Paragraph 2(b)(i)(cc));
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | (c) | the holders of at least 70% of the then outstanding shares of Common Stock of the Company if the consideration per share to be received by the holders of the Companys stock
shall be an amount equal to or higher than 105% of Book Value per share of Common Stock but less than 110% of Book Value per share of Common Stock;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 3(a) - Page 24



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



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



| | (f) | the holders of at least the majority of the then outstanding shares of Common Stock of the Company if the consideration per share to be received by the holders of the Companys
Common Stock shall be an amount equal to or higher than 120% of Book Value per share of Common Stock;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



provided, however, the provisions of subclauses (a) through (f) shall not be applicable to any particular Transaction and such Transaction shall require only such
affirmative vote as is required by law and any other provision of these Articles of Incorporation, if such Transaction shall have been approved by a majority of the Continuing Directors (as defined in Section A of this Article SEVENTH at a
meeting at which a Continuing Director Quorum (as defined in Section A of this Article SEVENTH) shall be present.



Paragraph 2. For the purposes of this Section B of this Article SEVENTH, Person shall mean any individual, firm, corporation, partnership,
limited liability company or other entity.



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



C. Provision Restricting Buy-Backs at a Premium



| | (a) | The Company shall not purchase, or agree to purchase, any shares of Common Stock of the Company from any person or other entity whom the Board of Directors believes
to be the beneficial owner of more than five percent (5%) of the
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Exhibit 3(a) - Page 25



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| | outstanding shares of Common Stock of the Company at the time the purchase is authorized 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 the Company. This provision shall not apply, however, to (i) any purchase of shares believed by the Board to have been beneficially owned by the seller, or by the seller and any of the
sellers Affiliates consecutively, for at least the two-year period ending with the date of such purchase or agreement; (ii) any purchase of shares which has been approved by affirmative vote of the holders of a majority of the voting power of
the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors (the Voting Stock) excluding Voting Stock owned by the Seller; or (iii) any purchase pursuant to a tender or exchange
offer to all holders of Common Stock on the same terms.
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| | (b) | As used in this Section C of this Article SEVENTH the terms Affiliate, beneficial owner and Fair Market Value shall have the respective meanings
associated to such terms in Section A of this Article SEVENTH of these Articles of Incorporation.
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| | (c) | Notwithstanding any other provision of these Articles of Incorporation or the By-laws of the Company (and notwithstanding the fact that a lesser amount may be specified by law,
these Articles of Incorporation or the By-laws of the Company), the affirmative vote of the holders of sixty-six and two-thirds percent (662/3%) or more of the Common Stock of the Company then issued, outstanding and entitled to vote, shall be required to amend, repeal, or adopt any provisions inconsistent with, this Section C of this
Article SEVENTH, unless two-thirds (2/3) of the entire Board of Directors approves such amendments, in which case the affirmative vote of the holders of a majority of the Common Stock of the Company then issued, outstanding and entitled to vote
shall be required.
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Exhibit 3(a) - Page 26