<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>file006.txt
<DESCRIPTION>EX A-5 ARTICLES OF BANGOR VAR
<TEXT>

Exhibit A-5


          BUSINESS CORPORATION

             STATE OF MAINE                  -----------------------------------
                                             |Fee Paid $20                     |
           PROOF OF RESOLUTION               |OCN      1981941600002  RESO     |
       ALLOWING USE OF SIMILAR NAME          |----FILED------------------------|
                                             |  10-JUL-98                      |
                                             |                                 |
                                             |      /s/ Nancy B. Kelleher      |
                                             |---------------------------------|
                                             |    Deputy Secretary of State    |
       BANGOR HYDR0-ELECTRIC COMPANY         |---------------------------------|
-------------------------------------------  |                                 |
      (Name of Corporation Allowing          |   A True Copy When Attested     |
               Similar Name)                 |          by Signature           |
                                             |                                 |
                                             |                                 |
                                             |---------------------------------|
                                             |     Deputy Secretary of State   |
                                             -----------------------------------
Pursuant to 13-A MRSA ss. 301.1.B.,  the  undersigned  corporation  executes and
delivers for filing this proof of resolution:

FIRST:    The above-named  corporation by such resolution  hereby grants the use
          of the following similar name

                       LITE-LIFE
          ----------------------------------------------------------------------
          to           BONNIE L. TOBEY
             -------------------------------------------------------------------
                               (requestor of similar name)

SECOND:   ("X" one box only)  The resolution was authorized by

             |X|  the board of directors   OR  |_| the shareholders, there being
                                                   no board of directors

THIRD:    The address of the registered office of the corporation  allowing such
          similar name in the State of Maine is

                           33 STATE STREET, BANGOR, ME 04401
          ----------------------------------------------------------------------
                           (street, city, state and zip code)


DATED     7/2/98                        *By   /s/ Andrew Landry
      --------------                        ------------------------------------
---------------------------------------                  (signature)
|     MUST BE COMPLETED FOR VOTE      |
|           OF SHAREHOLDERS           |        ANDREW LANDRY, CLERK
|                                     |     ------------------------------------
|-------------------------------------|       (type or print name and capacity)
|    I certify that I have custody    |
|  of the minutes showing the above   | *By ------------------------------------
|     action by the shareholders.     |                  (signature)
|                                     |
|                                     |     ------------------------------------
|                                     |       (type or print name and capacity)
| ------------------------------------|
|   (signature of clerk, secretary    |
|        or asst. secretary)          |
---------------------------------------

--------------------------------------------------------------------------------
*This  document  MUST be  signed  by (1) the  Clerk  OR (2) the  President  or a
vice-president  and the  Secretary  or an  assistant  secretary,  or such  other
officer as the bylaws may designate as a 2nd certifying  officer OR (3) if there
are no such officers,  then a majority of the Directors or such directors as may
be designated  by a majority of directors  then in office OR (4) if there are no
such  directors,  then the Holders,  or such of them as may be designated by the
holders,  of record of a majority  of all  outstanding  shares  entitled to vote
thereon OR (5) the Holders of all of the outstanding shares of the corporation.

    SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-15   Rev. 96                                  TEL.  (207) 287-4195


<PAGE>


Filing Fee $50.00 plus fee
based on authorized capital stock
--------------------------------------------------------------------------------
|    For Use By The     |      STATE OF MAINE       |      For Use By The      |
|  Secretary of State   |                           |    Secretary of State    |
|                       |  ARTICLES OF INCORPORATION|           FILED          |
| File No.  19910415D   |                           |                          |
|         --------------|                           |   September 18,    1990  |
| Fee Paid  $2625 - $75 |                           | ------------------   --  |
|         --------------|                           |      /s/ Gary Cooper     |
|                       |                           | -------------------------|
| C.B. -----------------|                           | Deputy Secretary of State|
|                       |                           |                          |
| Date    Sep 21 1990   |                           | -------------------------|
|      -----------------|                           | A True Copy When Attested|
|                      3|                           |        By Signature      |
|                       |                           |                          |
|                       |                           |                          |
|                       |                           | -------------------------|
|                       |                           | Deputy Secretary of State|
--------------------------------------------------------------------------------

     Pursuant to 13A MRSA ss. 403, the undersigned, acting as incorporator(s) of
a corporation, adopt(s) the following Articles of Incorporation:

     FIRST:   The name of the corporation is    Bangor Var Co., Inc.
                                             -----------------------------------
              and it is located in Maine, at    Bangor
                                             -----------------------------------
     SECOND:  The  name of its  Clerk,  who must be a Maine  resident,  and the
              address of its registered office shall be

              Name                Frederick S. Samp
                  --------------------------------------------------------------
              Street & Number            33 State Street
                             ---------------------------------------------------
              City               Bangor                     Maine    04401
                   ---------------------------------------,       --------------
                                                                   (zip code)

     THIRD:   ("X" one box only)

     |X| a.   The  number  of  directors  constituting  the  initial  board  of
              directors of the corporation is 3  (See ss. 703, 1.A.)
                                             ---
         b.   If the  initial  directors  have  been  selected,  the  names and
              addresses of the persons who are to serve as directors  until the
              first  annual  meeting  of  the   shareholders   or  until  their
              successors are elected and shall qualify are:

           NAME                                        ADDRESS

  Thomas A. Greenquist                      33 State Street
------------------------------------    ----------------------------------------
                                            Bangor ME  04401
------------------------------------    ----------------------------------------
  Carroll R. Lee                            33 State Street
------------------------------------    ----------------------------------------
                                            Bangor ME  04401
------------------------------------    ----------------------------------------
  John P. O'Sullivan                        33 State Street
------------------------------------    ----------------------------------------
                                            Bangor ME  04401
                                        ----------------------------------------

|_|  There shall be no directors  initially;  the shares of the corporation will
     not be  sold  to  more  than  twenty  (20)  persons;  the  business  of the
     corporation will be managed by the shareholders. (See ss. 703, 1.B.)

     FOURTH:  ("X" one box only)

              The board of directors is |X| is not |_| authorized to increase or
              decrease the number of directors.

              If the board is so authorized, the  minimum  number, if any, shall
              be 1 directors. (See ss. 703.1.A.) and the maximum number, if any,
                --- shall be 9 directors.
                            ---


<PAGE>


     FIFTH:   ("X" one box only)

     |X|      There shall be only one class of shares, viz,  common stock.
                                                           ---------------------
                                                              (title of class)

                     Par value of each share (if none, so state)   $100.00.
                                                                ----------------

                     Number of shares authorized    35,000.
                                                  ------------------------------

     |_|      There shall be two or more classes of shares.

              The information  required  by ss. 403  concerning  each such class
              is set out in Exhibit _____ attached hereto and made a part hereof

                                     SUMMARY

              The aggregate par value of all authorized shares (of all classes)
              having a par value is $3,500,000.00.
              ------------------     ------------

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

     SIXTH:   ("X" one box only)

              Meetings  of the  shareholders may |X| may not |_| be held outside
              the State of Maine.

     SEVENTH: ("X" if applicable)  There are no preemptive rights.  |_|

     EIGHTH:  Other provisions of  these articles,  if any, including provisions
              for the  regulation of  the internal  affairs of the  corporation,
              are set out in Exhibit A  attached  hereto and made a part hereof.
                                    ---

================================================================================

  9/17/90

          INCORPORATORS                          RESIDENCE ADDRESSES

  /s/ Frederick S. Samp               Street   210 Main Road North
-------------------------------------        -----------------------------------
           (signature)

      Frederick S. Samp                        Hampden ME  04444
------------------------------------- ------------------------------------------
       (type or print name)                  (city, state and zip code)

                                      Street
-------------------------------------        -----------------------------------
           (signature)


------------------------------------- ------------------------------------------
        (type or print name)                 (city, state and zip code)

                                      Street
-------------------------------------       ------------------------------------
           (signature)

------------------------------------- ------------------------------------------
  (type or print name and capacity)          (city, state and zip code)

Corporate Incorporators

                                      Street
-------------------------------------       ------------------------------------


------------------------------------- ------------------------------------------
           (signature)                       (city, state and zip code)

------------------------------------- ------------------------------------------
        (type or print name)


Articles are to be executed as follows:  By Incorporator

     If a corporation is an incorporator  (ss. 402), the name of the corporation
     should be typed and signed on its behalf by an officer of the  corporation.
     The  address  of the  principal  place  of  business  of  the  incorporator
     corporation  should  be  given.  The  articles  of  incorporation  must  be
     accompanied by a certificate of an appropriate  officer of the  corporation
     certifying  that  the  person  executing  the  articles  on  behalf  of the
     corporation was duly authorized to do so.


<PAGE>


                                    EXHIBIT A

Bangor Var Co., Inc., is a quasi-public  corporation authorized by law to engage
in business as an electric company.


<PAGE>

Filing Fee $20.00
--------------------------------------------------------------------------------
|    For Use By The    |      STATE OF MAINE       |File No. 19910414 D Pages 1|
|  Secretary of State  |                           |Fee Paid  $    20.00       |
|                      |                           |DCN    1952091500039 CLERK |
| File No.             |     CHANGE OF CLERK or    |-----------FILED-----------|
|         -------------| REGISTERED OFFICE or BOTH |       10/16/1995          |
| Fee Paid             |                           | --------------------------|
|         -------------|                           |                           |
|                      |                           |      /s/ Gary Cooper      |
| C.B. ----------------|                           | --------------------------|
|                      |                           | Deputy Secretary of State |
| Date                 |                           |                           |
|      ----------------|  Pursuant to 13-A MRSA    | --------------------------|
|                      |  ss. 304, the undersigned | A True Copy When Attested |
|                      |  corporation advises you  |        By Signature       |
|                      |  of the following         |                           |
|                      |  change(s):               |                           |
|                      |                           |      /s/ Gary Cooper      |
|                      |                           | ------------------------- |
|                      |                           | Deputy Secretary of State |
--------------------------------------------------------------------------------

     FIRST:   The name  and  registered  office  of the clerk appearing  on the
              record in Secretary of State's office

              FREDERICK S. SAMP
              ------------------------------------------------------------------
              33 STATE STREET, BANGOR  ME  04401
              ------------------------------------------------------------------
                              (street, city, state and zip code)

     SECOND:  The name and physical  location of the  registered  office of the
              successor (new) clerk, who must be a Maine resident, are:

                 ANDREW LANDRY
              ------------------------------------------------------------------
                                          (name)

                 33 STATE STREET, BANGOR ME 04401
              ------------------------------------------------------------------
                    (street address (not PO Box), city, state and zip code)

              ------------------------------------------------------------------
                           (mailing address if different from above)

     THIRD:   Upon a change in clerk this must be completed:

              (X)  Such change was authorized by the board of directors and the
                   power  to  make  such   change  is  not   reserved   to  the
                   shareholders by the articles or the bylaws.

              ( )  Such change was authorized by the shareholders.  (Complete
                   the following)

              I certify  that I have  custody of the minutes  showing the above
              action by the shareholders.

Dated: OCTOBER 13, 1995
      ------------------
                            /s/ Andrew Landry
                            ----------------------------------------------------
                              (signature of new clerk, secretary or assistant
                               secretary)

                                   BANGOR VAR CO., INC.
                               -------------------------------------------------
                                            (Name of Corporation)

                            By  /s/ Andrew Landry
                               -------------------------------------------------
                                                 (signature)

                                  ANDREW LANDRY, CLERK
                               -------------------------------------------------
                                      (type or print name and capacity)

                            By
                               -------------------------------------------------
                                                (signature)

                               -------------------------------------------------
                                      (type or print name and capacity)



--------------------------------------------------------------------------------
This  document  MUST be  signed  by (1) the  Clerk  OR (2)  the  President  or a
vice-president  AND the  Secretary,  or an assistant secretary  or other officer
the bylaws designate as second certifying officer OR (3) if no such officers,  a
majority  of the  directors  or  such  directors  designated  by a  majority  of
directors then in office OR (4) if no such  directors,  the holders,  or such of
them  designated  by the  holders,  of record of a majority  of all  outstanding
shares  entitled to vote  thereon OR (5) the  holders of all of the  outstanding
shares.

FORM NO. MBCA-3   Rev. 90    SUBMIT COMPLETED FORMS TO:  Secretary of State,
                                                         Station 101,
                                                         Augusta, Maine 04333


<PAGE>

FLEET BANK
       CORPORATE RESOLUTIONS FOR OPENING AND MAINTAINING A DEPOSIT ACCOUNT

FLEET BANK OF MAIN                               ACCOUNT NUMBER   0008 435 448
                                                                 --------------

Exchange Street        Office
---------------------
Bangor,                Maine
---------------------

HEREBY CERTIFY that the following is a true copy of  resolutions  adopted by the
Board of Directors of                  BANGOR VAR Co Inc.
                       ---------------------------------------------------------
         Maine           corporation, at a meeting of a Board legally called and
------------------------
held  on  October  9,  1990, 19   at which a  quorum  was  present  and  voting
          -----------------  --
throughout,  that the same are in conformity  with the provisions of the charter
and  by-laws of the  Corporation  and that each  hereof is now in full force and
effect.

RESOLVED,  that this  Corporation  open a deposit account or accounts with FLEET
BANK OF MAINE such account(s) to be named

                     (Insert in lines below names of as many
                         accounts as are to be opened.)

                              BANGOR VAR Co Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
and subject to the discretion of the officers  specified in the next  succeeding
Resolution  acting singly or jointly as therein  provided,  additional  checking
account(s)  whenever  necessary which  account(s) shall be named as the Bank and
such officers agree and that the Bank is  hereby  designated  as a depository of
this  Corporation  with  authority  to accept at any time for the credit of said
account(s) deposits by whomsoever made of funds in whatever form and in whatever
manner endorsed.

RESOLVED,  that until duly  notified in writing of a Resolution to the contrary,
FLEET  BANK OF  MAINE is  authorized  and  directed  to pay,  certify,  apply or
otherwise  honor and charge to the  account(s)  authorized by the next preceding
Resolution,  without  inquiry  and  without  regard  to the  application  of the
proceeds  thereof,  checks,  drafts,  notes,  bills  of  exchange,  acceptances,
undertakings  and other  instruments  or orders  for the  payment,  transfer  or
withdrawal of money for whatever  purpose and to whomsoever  payable,  including
those drawn to the individual  order of a signer,  and to recognize as valid all
waivers of demand, protest and notice of protest or dishonor of any check, note,
bill,  draft or other  instrument  made,  drawn or  endorsed in the name of this
Corporation, when signed, accepted or endorsed by:

      Name                         Title                Specimen Signature

John P. O'Sullivan           Treasurer                /s/ John P. O'Sullivan
------------------------   ------------------------   -------------------------
Carroll Lee                  President                /s/ Carroll Lee
------------------------   ------------------------   -------------------------
Carroll A. Brochu            Auth. Signer             /s/ Carroll A. Brochu
------------------------   ------------------------   -------------------------
Robert C. Weider             Auth. Signer             /s/ Robert C. Weider
------------------------   ------------------------   -------------------------
            (Specify the manner in which they are to sign as singly,
                        jointly, any two, or otherwise.)

RESOLVED,  that until duly  notified in writing of a Resolution to the contrary,
FLEET BANK OF MAINE is authorized to accept and act upon the  certificate of the
Secretary  or any  other  officer  of this  Corporation  as to the  names of the
present  and future  officers of this  Corporation  and to act and rely upon any
specimens of signatures of officers,  or other  persons,  if any,  authorized to
sign and act for  this  Corporation,  which  are  furnished  to the Bank by such
Secretary or any other officer.

Witness my hand and the official seal of this Corporation this   9th
                                                               -----------------

day of October     19 90                /s/ Frederick S. Samp
       -----------    --               -----------------------------------------

                                               Clerk
                                       -----------------------------------------
                                               Title of Presiding Officer

                                       Confirmed
                                                --------------------------------
                                                                   Other Officer

This certificate  should be signed by the secretary or other recording  officer.
If such  secretary  or other  officer  is  authorized  to act alone by the above
resolution this certificate must also be signed by another officer.


<PAGE>


                                       Minimum Fee $35 (See ss. 1401 sub-ss. 15)
                                      ------------------------------------------
             DOMESTIC                 |File No. 19910415 D Pages 3             |
       BUSINESS CORPORATION           |Fee Paid $     35.00                    |
                                      |OCN  1971781600028  STCK                |
          STATE OF MAINE              |                                        |
                                      |   -------------- FILED--------------   |
       ARTICLES OF AMENDMENT          |                06/26/1997              |
                                      |                                        |
  (Shareholders Voting as One Class)  |                                        |
                                      |        /s/ Nancy B. Kelleher           |
                                      |----------------------------------------|
                                      |       Deputy Secretary of State        |
   Bangor Var Co., Inc.               |----------------------------------------|
--------------------------------------|                                        |
       (Name of Corporation)          | A True Copy When Attested by Signature |
                                      |                                        |
                                      |        /s/ Nancy B. Kelleher           |
                                      |----------------------------------------|
                                      |       Deputy Secretary of State        |
                                      ------------------------------------------

Pursuant to 13-A MRSA ss.ss.  805 and 807, the  undersigned  corporation  adopts
these Articles of Amendment:

FIRST:   All  outstanding  shares  were  entitled  to  vote  on  the  following
         amendment as one class.
                      ---

SECOND:  The  amendment  set out in  Exhibit  A  attached  was  adopted  by the
         shareholders  on (date)  June 23,  1997  ("X" one box only)
                                  --------------

          |X| at a meeting legally called  OR  |_|  by unanimous written consent
              and held                     --

THIRD:   Shares  outstanding  and  entitled  to vote and  shares  voted for and
         against said amendment were:

           Number of Shares Outstanding       NUMBER                 NUMBER
              and Entitled to Vote           Voted For           Voted Against
         -------------------------------     ---------           -------------
                     5,000                    5,000                     0

FOURTH:  If  such  amendment   provides  for  exchange,   reclassification   or
         cancellation  of issued  shares,  the  manner in which  this  shall be
         effected is  contained in Exhibit B attached if it is not set forth in
         the amendment itself.

FIFTH:   If the  amendment  changes  the  number or par  values  of  authorized
         shares,  the number of shares the  corporation  has authority to issue
         thereafter, is as follows:

         Class         Series (If Any)  Number of Shares    Par Value (If Any)
         -----         ---------------  ----------------    ------------------
         Common Stock                   35,000              $35,000.00

         The aggregate par value of all such shares (of all classes and series)
         having par value is $ 35,000.00
         ----------------     -----------

         The total  number  of all such  shares  (of all  classes  and  series)
         without par value is 0 shares
         -----------------   ---


<PAGE>


SIXTH:   The address of the registered office of the corporation in the State of
         Maine is 33 State Street, Bangor, Maine  04401
                  --------------------------------------------------------------
                             (street, city, state and zip code)


DATED   June 23, 1997                  *By  /s/ Andrew Landry
      -------------------                 --------------------------------------
                                                       (signature)
---------------------------------------
|    MUST BE COMPLETED FOR VOTE       |     ANDREW LANDRY, CLERK
|          OF SHAREHOLDERS            |   --------------------------------------
|                                     |     (type or print name and capacity)
|-------------------------------------|
|    I certify that I have custody    |*By
|  of the minutes showing the above   |   --------------------------------------
|     action by the shareholders.     |               (signature)
|                                     |
|                                     |   --------------------------------------
| /s/ Andrew Landry                   |      (type or print name and capacity)
| ----------------------------------- |
|   (signature of clerk, secretary    |
|         or asst. secretary)         |
---------------------------------------

































NOTE: This form should not be used if any class of shares is entitled to vote as
      a separate class for any of the reasons set out in ss. 806, or because the
      articles so provide. For vote necessary for adoption see ss. 805.

--------------------------------------------------------------------------------
*This  document  MUST be  signed  by (1) the  Clerk  OR (2) the  President  or a
vice-president  and the  Secretary  or an  assistant  secretary,  or such  other
officer as the bylaws may designate as a 2nd certifying  officer OR (3) if there
are no such officers,  then a majority of the Directors or such directors as may
be designated  by a majority of directors  then in office OR (4) if there are no
such  directors,  then the Holders,  or such of them as may be designated by the
holders,  of record of a majority  of all  outstanding  shares  entitled to vote
thereon OR (5) the Holders of all of the outstanding shares of the corporation.

    SUBMIT COMPLETED FORMS TO:  CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
                                 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101
FORM NO. MBCA-9   Rev. 96                        TEL.  (207) 287-4195


<PAGE>


                               CLERK'S CERTIFICATE

     I, Andrew Landry,  duly elected  Corporate Clerk of Bangor Var Co., Inc., a
corporation  duly  organized  and existing  under the laws of the State of Maine
(the "Company"),  certify that the following  resolutions and recitals were duly
and  validly  adopted  at a legally  called  special  meeting  of the  Company's
shareholders  held on June 23, 1997 and such  resolutions  are in full force and
effect on the date hereof:

          VOTED to amend the Articles of  Incorporation  of Bangor Var Co., Inc.
     to reduce the par value of its common stock from $100.00 per share to $1.00
     per share.

          IN WITNESS WHEREOF,  I have hereunto set my name as of the 23rd day of
     June, 1997.

                                                     /s/ Andrew Landry
                                                --------------------------------
                                                Andrew Landry
                                                Corporate Clerk


<PAGE>


</TEXT>
</DOCUMENT>
