CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
(As Restated March 15, 1985)
OF
NATIONAL FUEL GAS COMPANY
Pursuant to the provisions of Chapters 7 and 9 of Title 14A of the New
Jersey statutes and particularly Sections 14A:7-2(4) and 14A:9-4 thereof,
National Fuel Gas Company, a corporation organized under the laws of the State
of New Jersey, hereby certifies:
FIRST: The name of the Corporation is NATIONAL FUEL GAS COMPANY (the
"Company").
SECOND: The Board of Directors of the Company ("the Board"), at a
meeting duly called and held on December 11, 1986, adopted, inter alia, the
following resolutions:
RESOLVED: That the first sentence of Article
FOURTH of the Company's Restated Certificate of
Incorporation ("Certificate"), be amended to read
as follows:
The total authorized capital stock of this
Corporation shall consist of Three Million Two
Hundred Thousand (3,200,000) shares of Preferred
Stock having the par value of Twenty-Five Dollars
($25) per share and One Hundred Million
(100,000,000) shares of Common Stock having no par
value per share; and it is
FURTHER RESOLVED: That the above proposed
amendment to the Company's Restated Certificate of
Incorporation, as hereby approved by the Board of
Directors, be submitted to a vote of the Company's
common stockholders, at
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the Annual Meeting of Stockholders to be held on
February 19, 1987, or any adjournment thereof, with
the recommendation that they approve same; and it
is
FURTHER RESOLVED: That pursuant to Article FOURTH, paragraph 7 of the
Certificate and New Jersey Statutes, Annotated,
14A:7-2, effective upon the issuance of the
necessary Order in connection with the U-1
described in the resolution below, and such other
necessary filing described in said resolution,
the number of authorized shares, $25 par value,
of the Company's Cumulative Preferred Stock,
9.20% Series, none of which shares are currently
outstanding, be, and hereby is, reduced from
1,200,000 to 0; that all of the heretofore
authorized shares of such series be, and hereby
are, reclassified as, and restored to the status
of, shares of Preferred Stock, $25 par value,
which are not part of any series; and that
Article FOURTH of the Certificate be, and
hereby is, amended to delete, in its entirety,
the unnumbered paragraph headed "Cumulative
Preferred Stock, 9.20% Series"; and it is
FURTHER RESOLVED: That all actions heretofore taken, and which
may hereafter be taken as they deem necessary or
appropriate, by the President and officers of the
Company in connection with the above proposed
amendments to the Certificate, including, but not
limited to, the filing of an Application-
Declaration on Form U-1 and amendments thereto,
with the Securities and Exchange Commission
("Commission"), receipt of an Order in connection
therewith, and necessary filings with the Secretary
of State of the State of New Jersey be, and they
hereby are, in all respects authorized, approved,
ratified and confirmed.
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THIRD: That said Annual Meeting of Common Stockholders of the Company
was held on the 19th day of February, 1987, pursuant to written notice of the
time, place and purposes of said meeting, including the taking of action upon
the first-mentioned amendment to the Restated Certificate of Incorporation of
the Company approved by the Board as aforesaid.
FOURTH: Said written notice of said Annual Meeting was mailed to each
stockholder of record entitled to vote thereon in accordance with the Company's
By-Laws and not less than 10 nor more than 60 days before the date of said
Annual Meeting.
FIFTH: The number of shares of Common Stock of the Company entitled to
vote as a class at said Annual Meeting was 11,928,496, and each such share
entitled the registered holder thereof to abstain from voting or to vote one
vote for or against the adoption of the first above-mentioned amendment.
SIXTH: At said Annual Meeting, the following votes were registered
with respect to the first above-mentioned amendment set out in paragraph SECOND
above:
For - 9,470,278 shares of Common Stock
Against - 538,602 shares of Common Stock
Abstain - 390,656 shares of Common Stock
A quorum of the holders of Common Stock was present and voting at said
Annual Meeting, and the amendment was duly adopted by the affirmative vote of a
majority of the votes cast by holders of outstanding shares of Common Stock
entitled to vote thereon.
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SEVENTH: Article FOURTH of the Restated Certificate of Incorporation
of the Company is also amended so that (i) all of the heretofore authorized
shares of Cumulative Preferred Stock, 9.20% Series, are reclassified as and
restored to the status of shares of Preferred Stock, $25 par value, which are
not part of any series and (ii) the unnumbered paragraph of said Article FOURTH
headed "Cumulative Preferred Stock, 9.20% Series*, is deleted from that Article,
as provided in the second above-mentioned amendment set forth in paragraph
SECOND above.
EIGHTH: The amendments shall become effective on the date of filing.
Dated: March 9, 1987 NATIONAL FUEL GAS COMPANY
By: /s/ Bernard J. Kennedy
Bernard J. Kennedy, President