Exhibit T3A.2.53

Pursuant to 13-A MRSA §904. the undersigned corporation adopts the following Articles of Merger:

(Not to exceed 60 days from date of filing of the Articles)

NOTE: 13-A MRSA §904 does not allow amendments to the Articles of Incorporation.

* This document MUST be signed by

SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE,
101 STATE HOUSE STATION, AUGUSTA, ΜΕ 04333-0101
TEL. (207) 624-7740

FORM NO. MBCA-10B Rev. 4/16/2001

EXHIBIT A

PLAN OF MERGER OF

LAVERDIERE’S ENTERPRISES

INTO

RITE AID OF MAINE, INC.

1. Merger. Rite Aid of Maine, Inc. is the record and equitable owner of all of the outstanding shares of the capital stock of LaVerdiere’s Enterprises and the directors of Rite Aid of Maine, Inc. and LaVerdiere’s Enterprises deem it to be in the best interest of each corporation that LaVerdiere’s Enterprises shall be merged with and into Rite Aid of Maine, Inc. according to the following Plan:

2. Parent and Surviving Corporation. Rite Aid of Maine, Inc.

3. Term and Conditions of Merger. LaVerdiere’s Enterprises shall be merged into Rite Aid of Maine, Inc. with the full statutory effect of a merger, all as provided in Title 13-A, M.R.S.A., Section 904, including the following:

4. Manner and Basis for Converting Shares of Each Corporation. The capital stock of LaVerdiere’s Enterprises shall be completely cancelled by the merger in exchange for its assets.

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

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

*In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, 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 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 outstanding shares.

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 §806, or because the articles so provide. For vote necessary for adoption see §805.

(MAINE - 2328 - 5/10/89)

EXHIBIT A

The Certificate of Incorporation of this corporation is amended by changing the Article thereof numbered “First” so that, as amended said Article shall be and read as follows:

First: The name of the operation is Rite Aid of Maine, Inc.

(MAINE - 2328)

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

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

SECOND: The amendment to the Articles of Incorporation of the corporation set out in Exhibit A attached hereto was adopted by the shareholders thereof by unanimous consent June 30, 1976

THIRD: On said date, the number of shares outstanding and entitled to vote on such amendment, and the number of shares voted for and against said amendment, respectively, were as follows:

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

*FIFTH: If such amendment effects a change in the number or par values of authorized shares the number of shares which the corporation has authority to issue after giving effect to such amendment is as follows:

The aggregate par value of all such shares (of all classes and series) having par value is $                                                  .

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

Dated: August 3, 1976                                                       

FORM NO. MBCA 9

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

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

SECOND: The amendment to the Articles of Incorporation of the corporation set out in Exhibit A attached hereto was adopted by the shareholders thereof June 13, 1974

THIRD: On said date, the number of shares outstanding and entitled to vote on such amendment, and the number of shares voted for and against said amendment, respectively, were as follows:

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

*FIFTH: If such amendment effects a change in the number or par values of authorized shares the number of shares which the corporation has authority to issue after giving effect to such amendment is as follows:

- not applicable -

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

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

Dated:  July 10, 1974                                                                                          

Exhibit A

FORM NO. MBCA-9

CERTIFICATE

I, ROBERT F. PRETI, of Cape Elizabeth in the County of Cumberland and State of Maine, do hereby certify that I am the duly elected and qualified Clerk of WELLBY SUPER DRUG STORES, INC. a Corporation organized and existing under the Laws of the State of Maine, and having a principal place of business at Portland in the County of Cumberland and State of Maine.

I further certify that at an Adjourned Meeting of the Board of Directors of said Corporation, held at my office at 443 Congress Street, Portland, Maine, on the eleventh day of January, 1973, at which meeting all of the members of said Board of Directors were present and voted, the following resolution was unanimously adopted:

VOTED: Pursuant to the provisions of Sec. 301 of MRSA, HANNAFORD BROS. CO., a Maine corporation, is hereby authorized to use, and to transact business under the trade name or "assumed name" WELLBY SUPER DRUG STORES, and further, shall be entitled to license or otherwise empower the use of said trade name or assumed name by one or more of its divisions or subsidiary corporations, whether or not such use is in conjunction with its true corporate name, provided only that HANNAFORD BROS. CO. and/or such subsidiary shall comply with Sec. 307, MRSA, relating to the filing of a statement with respect to such use.

I further certify that James L. Moody, Jr. is the duly elected and qualified President of WELLBY SUPER DRUG STORES, INC. and John J. Russell is the duly elected and qualified Treasurer of WELLBY SUPER DRUG STORES, INC.

I further certify that the foregoing resolution is a true copy taken from the original records of the Corporation, is still in full force and effect and has not been repealed, rescinded or made void by any subsequent action of the Board of Directors.

Dated: January 23, 1973

Personally appeared the above named ROBERT F. PRETI and made oath that the foregoing statements by him subscribed are true and correct.

Filing Fee $20.00 plus fee

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

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 one*

* See Sec. I of Exhibit A Attached directors, (See $703, 1. A.) and the maximum number, if any, shall be nine directors.

SUMMARY

The aggregate par value of all authorized shares (of all classes) having a par value is $100,000.00

The total number of authorized shares (of all classes) without par value is no shares.

FORM NO. MBCA 6-Rev. 72

EXHIBIT A

(To Articles of Incorporation)

of

Wellby Super Drug Stores, Inc.

A. Without in any manner limiting all or any of the powers of this Corporation pursuant to Section 202, but rather, in addition thereto and in clarification and expansion thereof, this Corporation shall have the power to guarantee to others for full or less than full consideration therefor, the payment of and/or the performance of the debts, obligations, covenants, warranties or agreements of any of the subsidiary corporations and/or affiliated corporations of this Corporation, and/or any other corporation, partnership and/or individual in which this Corporation shall have an interest, or of which this Corporation shall be a supplier, customer, debtor, creditor, lessor, lessee, landlord, tenant, agent, principal, and/or party to covenant or indenture; excepting however that this power to so guarantee shall not be construed to permit or authorize this Corporation to engage in the business of a commercial surety or a commerical bonding company in and within the state of Maine. (§ 404)

B. The Board of Directors shall have the power and right to divide, and issue in series, any of the preferred or other special classes of the capital stock of this Corporation, now authorized, or hereafter authorized, and further, shall have the right and power to determine the relative rights and preferences as between different series. (§ 502)

C. No shares of the capital stock of this Corporation which are preferred as to dividends shall be deemed cumulative preferred shares unless, and until, the Board of Directors of this Corporation by appropriate resolution shall determine otherwise. (§504)

D. This Corporation shall have the power and right to purchase its own shares to the extent of its unreserved and unrestricted capital surplus. (§ 518)

E. The Board of Directors of this Corporation shall have the power and authority to fix and determine the terms, the price at which, and the period within which one or more classes or series of shares of the capital stock of this Corporation may be redeemed, in whole or in part, provided only that such classes or series of shares are originally created and issued as redeemable with appropriate notice of such terms, price, period and conditions. (§519)

F. The Shareholders of this Corporation entitled to vote shall have the exclusive power to amend, repeal and to thereafter adopt new By-Laws for this Corporation generally, or to amend, repeal and thereafter adopt a particular By-Law or class of By-Laws of this Corporation. (§ 601)

G. In addition to the pre-emptive rights of Shareholders of this Corporation pursuant to § 623 of Title 13-A, MRSA, each. Shareholder of voting stock of this Corporation shall have the right to acquire, in proportion to his holdings of shares of the same class (including securities, options and/or rights of this Corporation which carry with them voting rights or which would, if exercised, carry with them voting rights), such shares authorized, held or in any manner acquired by the Corporation or in which the Corporation has any right or interest, in the event of the proposed sale or exchange by the Corporation of such shares to the extent that they fall within the definition of, and have been next prior thereto held by or made subject to the persons or conditions described in subsections C, D, and E of § 623-5 of Title 13-A, MRSA.

H. During such time as this Corporation shall meet the definition of a "close" corporation, then the Shareholders of this Corporation shall have the power and right at any annual meeting or special meeting to adopt a resolution providing that (i) there shall no longer be a Board of Directors of the Corporation, (ii) thereafter, and until the Articles are otherwise amended, the Corporation shall not sell additional shares of the capital stock of the Company if to do so would result in there being more than twenty (20) persons holding, of record, capital stock of the Corporation, and (iii) the business of this Corporation shall be managed by the Shareholders rather than by a Board of Directors, as provided by §701 of Title 13-A, MRSA; provided only that at such meeting, said Shareholders shall have removed the entire Board of Directors then serving as Directors of this Corporation without electing successors thereto. (§ 701) 

I. The minimum number of Directors shall be not less than one Director for each Stockholder of the Corporation, unless there are four or more Stockholders of the Corporation. (§703)

J. Removal of Directors of this Corporation by resolution of Shareholders of this Corporation may be accomplished by the affirmative vote of not less than a majority of shares voting on the proposed removal. (§ 707)

K. The Board of Directors, by resolution, may designate from among its members an executive committee and other committees to which may be delegated the authority of the Board of Directors, but only to the extent permitted by § 713 of Title 13-A, MRSA. (§713)

L. The holders of at least fifty-one percent (51%) of the outstanding shares of the capital stock of this Corporation entitled to vote may dissolve this Corporation at will, provided only that this Corporation meets the definition of a "close corporation" at the time that such Shareholders act to so dissolve this Corporation. (§ 1114)