EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
NIAGARA MOHAWK POWER CORPORATION
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED: JUNE 29, 1998
TAX: $32,500.00
BY: SAC
ONONDAGA
SULLIVAN & CROMWELL
1701 PENNSYLVANIA AVE., NW
WASHINGTON, DC 20006
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NIAGARA MOHAWK POWER CORPORATION
Under Section 805 of the Business Corporation Law
The undersigned, being Vice President - Law and Secretary, of Niagara
Mohawk Power Corporation, New York corporation, hereby certify that:
FIRST. The name of the corporation is Niagara Mohawk Power
Corporation, and the name under which it was formed was
Niagara Hudson Public Service Corporation.
SECOND. The certificate of consolidation forming the corporation was
filed by the Department of State on July 31, 1937.
THIRD. The certificate of incorporation is amended to increase the
number of shares which the corporation has authority to issue
from 185,000,000 common shares of the par value of $1 per
share to 250,000,000 common shares of the par value of $1 per
share. To effect such change, Parts A and C of Article IV of
the certificate of incorporation of the corporation are hereby
amended to read as follows:
IV.A. The total number of shares which the Corporation may have is
281,000,000, of which 3,400,000 are to have a par value of $100
each, 27,600,000 are to have a par value or $25 each and
250,000,000 are to have a par value of $1 each.
C. The shares of the Corporation are to be classified as follows:
3,400,000 shares are to be Preferred Stock with a par value of $100 each;
19,600,000 shares are to be Preferred Stock with a par value of $25 each;
8,000,000 shares are to be Preference Stock with a par value of $25 each; and
250,000,000 shares are to be Common Stock with a par value of $1 each.
FOURTH. The foregoing amendment of the certificate of incorporation
was authorized by the Board of Directors of the corporation
at a meeting duly called and held on May 14, 1998, followed
by the favorable vote of the holders of a majority of all
outstanding shares entitled to vote thereon at a meeting of
shareholders duly called and held on June 29, 1998.
IN WITNESS WHEREOF, the undersigned have signed this certificate of
amendment of certificate of incorporation on June 29, 1998 and affirm the
statements contained herein as true under the penalties of perjury.
NIAGARA MOHAWK POWER CORPORATION
By /s/ Paul J. Kaleta
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Paul J. Kaleta
Vice President - Law
By /s/ Kapua A. Rice
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Kapua A. Rice
Secretary