THE COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108 ARTICLES OF AMENDMENT General Laws, Chapter 164, Section 8 Federal Identification No. 04-1427020 WE Philip H. Reardon, James H. Hastings and Cathy E. Brown, President/Vice President, and Clerk of ESSEX COUNTY GAS COMPANY (EXACT Name of Corporation) located at:7 North Hunt Road, Amesbury, MA 01913 do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED: 3 (Number those articles 1,2,3,4,5 and/or 6 being amended hereby) of the Articles of Organization were duly adopted at a meeting held on January 17, 1995, by vote of: 1,316,610 shares of Common stock out of 1,579,816 shares outstanding, type, class & series, (if any) CROSS OUT being at least a majority of each type, class or series INAPPLICABLE outstanding and entitled to vote thereon: CLAUSE 1For amendments adopted pursuant to Chapter 156B, Section 70. 2For amendments adopted pursuant to Chapter 156B, Section 71. Note: If the space provided under any Amendment or item on this form in insufficient, addtions shall be set forth on separate 8 1/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be contained on a single sheet so long as each Amendment requiring each such addition is clearly indicated. To CHANGE the number of shares and the par valfue (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following: The total presently authorized is: WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS Type Number of Shares Type Number of Shares Par Value Common Common 3,100,000 $2.50 Preferred Preferred 7,000 $100 CHANGE the total authorized to: WITHHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS Type Number of Shares Type Number of Shares Par Value Common Common 5,000,000 $2.50 Preferred Preferred 7,000 $100 The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE: IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this 31st day of January, in the year 1995. /s/ Philip H. Reardon /s/James H. HastingsPresident and Vice President /s/ Cathy E. Brown Clerk The Commonwealth of Massachusetts ARTICLES OF AMENDMENT GENERAL LAWS, CHAPTER 156B, SECTION 72 ============================================= I hereby approve the within articles of amendment and, the filing fee in the amount of $4,750 having been paid, said articles are deemed to have been filed with me this 16th day of February 1995. /s/ William Francis Galvin WILLAIM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT TO: Essex County Gas Company 		7 North Hunt Road 		Amesbury, MA 01913 		Telephone: