AMENDED & RESTATED
ARTICLES OF INCORPORATION
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
The name of the corporation is Central Vermont Public Service Corporation.
TYPE OF CORPORATION
The corporation is a general business corporation.
The corporation is authorized to do any lawful business.
REGISTERED AGENT AND OFFICE
The registered office of the corporation is 30 Main Street, Sixth Floor, Burlington, VT 05401, and the registered agent at that address is Sheehey Furlong & Behm P.C.
FISCAL OPERATING YEAR
The fiscal operating year end of the corporation is the month of September.
The number of shares the corporation is authorized to issue is 1,000 shares of a single class of common stock, no par value.
The foregoing Amended & Restated Articles of Incorporation were adopted by resolution of the corporationís board of directors and approved by its sole shareholder to be effective as the 27th day of June, 2012 at 4:30 p.m. Eastern Daylight Time.
/s/ Donald J. Rendall, Jr.
Donald J. Rendall, Jr., Corporate Secretary