CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
NORTHWESTERN PUBLIC SERVICE COMPANY
Northwestern Public Service Company, a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), by its Chairman of the Board of Directors and its Corporate
Secretary, does hereby certify as follows:
1. That the Board of Directors of the Company at a meeting of said
Board duly called, convened and held on February 7, 1996, proposed six
amendments to the Restated Certificate of Incorporation of the Company, as
previously amended, which amendments affected Article Fourth of said
Restated Certificate of Incorporation, and at said meeting adopted a
resolution setting forth the amendments proposed, unanimously declaring
their advisability, and directing that, at the Annual Meeting of
Stockholders to be held on May 1, 1996, two amendments (the first of which
is the first amendment below) be submitted to the holders of Common Stock
of the Company, and four amendments (set forth as the second, third,
fourth, and fifth amendments below) be submitted to the holders of Common
Stock and the holders of Cumulative Preferred Stock of the Company, those
being the only classes of stock of the Company having voting rights in
respect of said proposed amendments and that the amendments so proposed and
declared advisable by the Board of Directors of the Company which were
approved (another proposed amendment presented to the holders of Common
Stock failed to receive a favorable vote from a majority of the shares
outstanding) are as follows:
AMENDMENT ONE
That the first paragraph of Article Fourth of the Restated Certificate
of Incorporation of Northwestern Public Service Company (the "Company"), as
heretofore amended, is hereby amended to increase the total authorized
capital stock of the Company by increasing to 1,000,000 the number of
authorized shares of Preference Stock, of the par value of $50 per share,
of the Company.
AMENDMENT TWO
That the first paragraph of Article Fourth of the Restated Certificate
of Incorporation of Northwestern Public Service Company (the "Company"), as
heretofore amended, is hereby amended to increase the total authorized
capital stock of the Company by increasing to 1,000,000 the number of
authorized shares of Cumulative Preferred Stock, of the par value of $100
per share, of the Company (such Cumulative Preferred Stock being also
called "New Preferred Stock" in said Restated Certificate of
Incorporation).
AMENDMENT THREE
That the Restated Certificate of Incorporation of Northwestern Public
Service Company, as heretofore amended, is hereby amended by deleting
therefrom in its entirety subparagraph (c)(i) in subdivision 6-I of
Division A of Article Fourth therein.
AMENDMENT FOUR
That the Restated Certificate of Incorporation of Northwestern Public
Service Company, as heretofore amended, is hereby amended by deleting
therefrom in its entirety subparagraph (a) in subdivision 6-II of Division
A of Article Fourth.
AMENDMENT FIVE
That the Restated Certificate of Incorporation of Northwestern Public
Service Company, as heretofore amended, is hereby amended by deleting
therefrom in its entirety Section 2 of Division B of Article Fourth.
2. That the first paragraph of Article Fourth of the Restated
Certificate of Incorporation of Northwestern Public Service Company, if
restated to reflect Amendment One and Amendment Two, as stated above, would
read as follows:
The total authorized capital stock of the Company is (i)
1,000,000 shares of Cumulative Preferred Stock, of the par value
of $100 per share (hereinafter called the "New Preferred Stock"),
(ii) 1,000,000 shares of Preference Stock, if the par value of
$50 per share, and (iii) 20,000,000 shares of Common Stock, of
the par value of $3.50 per share.
3. That subdivision 6-I of Division A of Article Fourth of the
Restated Certificate of Incorporation of Northwestern Public Service
Company, if restated to reflect Amendment Three, as stated above, would
read as follows:
I. So long as any shares of New Preferred Stock are
outstanding, the Company shall not, without the affirmative vote
given at a stockholders' meeting whereat the New Preferred Stock
shall vote separately as a class, or without the written consent,
of the record holders of two-thirds of the outstanding shares of
New Preferred Stock:
(a) Amend the provisions of the Certificate of
Incorporation of the Company, as then in effect, so as to
create or authorize any stock ranking prior in any respect
to the shares of the New Preferred Stock then outstanding,
or as to create or authorize any stock convertible into
stock ranking prior in any respect to the shares of New
Preferred Stock then outstanding, or issue any such prior-
ranking stock or stock convertible into such prior-ranking
stock; or
(b) Change, by amendment of the Certificate of
Incorporation of the Company, as then in effect, or
otherwise, the terms and provisions of the New Preferred
Stock so as to affect adversely the rights and preferences
of the holders thereof; provided, however, that if any such
amendment is adverse to the rights and preferences of the
holders of one or more, but less than all, of the series of
New Preferred Stock at the time outstanding, the vote or
consent only of the holders of at least two-thirds of the
total number of shares of each series so adversely affected
shall be required; or
(c) Issue any shares of New Preferred Stock or shares
of any stock ranking pari passu with the New Preferred Stock
as to dividends or liquidation rights, or any securities
convertible into shares of New Preferred Stock or stock
ranking pari passu with the New Preferred Stock as to
dividends or liquidation rights, otherwise than in exchange
for or for the purpose of effecting the redemption or other
retirement of, not less than an equal number of shares of
New Preferred Stock or shares of any stock ranking pari
passu with the New Preferred Stock as to dividends or
liquidation rights, at the time outstanding, unless the
Common Stock equity as defined in subdivision 2 of Division
B hereof shall be not less than the aggregate par value of
all shares of New Preferred Stock and the aggregate par
value or stated value of all other shares of stock, if any,
ranking prior to or pari passu with the New Preferred Stock
as to dividends or liquidation rights, which will be
outstanding after the issue of the shares or convertible
securities proposed to be issued.
4. That subdivision 6-II of Division A of Article Fourth of the
Restated Certificate of Incorporation of Northwestern Public Service
Company, if restated to reflect Amendment Four, as stated above, would read
as follows:
So long as any shares of New Preferred Stock are
outstanding, the Company shall not, without the affirmative vote
given at a stockholders' meeting whereat the New Preferred Stock
shall vote separately as a class, or without the written consent,
of the record holders of a majority of the outstanding shares of
New Preferred Stock:
(a) Merge or consolidate the Company with or into any
other corporation or corporations (provided that this
provision shall not apply to a purchase or other acquisition
by the Company of franchises or assets of another
corporation in any manner which does not involve a statutory
merger or consolidation); or
(b) Sell, lease or exchange all or substantially all
of the property and assets of the Company.
No vote or consent of the holders of the New Preferred Stock
shall be required under the provisions of this subdivision 6, if
at or prior to the taking of any action described in this
subdivision 6, provision is made for the retirement, by
redemption or otherwise, of all shares of New Preferred Stock
then outstanding.
5. That Division B of Article Fourth of the Restated Certificate of
Incorporation of Northwestern Public Service Company, if restated to
reflect Amendment Five, as stated above, would read as follows:
DIVISION B -- COMMON STOCK
1. Voting Rights
The holders of the Common Stock shall be entitled to one vote for
each share of such stock held by them at any meeting of stockholders
for any purpose or matter submitted to a vote at a meeting of the
stockholders. Any action required or permitted to be taken by the
holders of the Common Stock shall be taken only at an annual meeting
or special meeting of such holders and shall not be taken without a
meeting by a consent in writing. Special meetings of stockholders of
the corporation may be called at any time by the Chairman of the Board
of Directors, by the President, by any one of the Vice Presidents, by
the Secretary or upon the written request of the holders of a majority
of the capital stock of the corporation outstanding at the time and
entitled to vote on the matter or matters to be presented at the
meeting, on at least ten days' notice to each stockholder by mail at
such stockholder's last known post office address, specifying the
time, place and object of the special meeting.
2. Distribution of Assets
In the event of any liquidation, dissolution or winding up of the
Company or any reduction of its capital resulting in any distribution
of its assets to its stockholders, after there shall have been paid to
or set apart for the holders of the New Preferred Stock and the
Preference Stock the full preferential amounts to which they are
entitled, the holders of the Common Stock shall be entitled to receive
pro rata all of the remaining assets of the Company available for
distribution to its stockholders.
6. That thereafter pursuant to the aforesaid resolution of its Board
of Directors, at the Annual Meeting of Stockholders of the Company duly
held on May 1, 1996, and completed following an adjournment to May 8, 1996,
holders of the necessary number of shares of Common Stock, as required by
statute and the Restated Certificate of Incorporation of the Company, as
amended, voted in favor of the first amendment hereinbefore set forth; and
the holders of necessary of shares of Common Stock voting separately as a
class and holders of the necessary number of shares of Cumulative Preferred
Stock, all series thereof voting together as a single class, all as
required by statute and the Restated Certificate of Incorporation of the
Company, as amended, each voted in favor of the second, third, fourth, and
fifth of such amendments.
7. That accordingly, the amendments of the Restated Certificate of
Incorporation of the Company, as hereinbefore set out, have been duly
adopted in accordance with the provisions of Section 242 of Title 8 of the
Delaware Code.
8. The capital of the Company will not be reduced under or by reason
of the amendments.
IN WITNESS WHEREOF, said Northwestern Public Service Company has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by R. A. Wilkens, its Chairman of the Board of Directors, and
attested by Alan D. Dietrich, its Corporate Secretary, this 16th day of
May, 1996.
NORTHWESTERN PUBLIC SERVICE COMPANY
By______________________________________
R. A. Wilkens
Chairman of the Board of Directors
Attest:
______________________________
Alan D. Dietrich, Corporate Secretary
(Corporate Seal)
Northwestern Public Service Company
1923
Delaware