Montana Power Co Watch

from 10-Q 1 page Articles of Incorporation or Bylaws

from 10-K405 1 page 3(b)(3) Bylaws of the Montana Power Company Adopted on : August 22, 1995 as Amended on : December 9, 1997, August 27, 1996 & May 12, 1997 the Montana Power Company Amended Bylaws Article Amendment Date of Amendment 11 the Affairs of the Corporation Shall Be Managed by December 9, 1997 a Board of Thirteen (13) Directors. the Montana Power Company Certification of Resolution I, R. M. Ralph, Assistant Secretary of the Montana Power Company, a Corporation, Hereby Certify That the Following Is a Full, True and Correct Copy of Resolution Duly Adopted by the Board of Directors of the Montana Power Company at a Meeting Duly Called and Held December 9, 1997 and That Said Resolution Is in Full Force and Effect as of the Date of This Certificate. Resolved, That the First Sentence of Section 11 of the Montana Power Company Bylaws Is Hereby Amended to Reduce the Number of Directors From Fourteen (14) to Thirteen (13) as Follows: Section 11. the Affairs of the Corporation Shall Be Managed by a Board of Thirteen (13) Directors. in Witness Whereof, I Have Hereunto Set My Hand and the Seal of Said Corporation This 10th Day of December 1997. /S/R. M. Ralph R. M. Ralph, Assistant Secretary

from 10-Q 1 page Articles of Incorporation or Bylaws

from S-3 ~10 pages Articles of Incorporation or Bylaws

from S-3 ~20 pages Articles of Incorporation or Bylaws

from 10-K405 1 page 3(b)(1) Bylaws of the Montana Power Company Adopted on : August 22, 1995 as Amended on : August 27, 1996 the Montana Power Company Amended Bylaws Article Amendment Date of Amendment 11 the Affairs of the Corporation Shall Be Managed by August 27, 1996 a Board of Fifteen (15) Directors. the Directors Shall Be Divided Into Three Groups, Each as Nearly Equal in Number as Possible. Each Group of Directors Shall Stand for Election Upon Expiration of Their Terms. Directors Shall Hold Office for a Term of Three (3) Years or Until a Successor Is Duly Elected and Qualified. the Montana Power Company Certification of Resolution I, R. M. Ralph, Assistant Secretary of the Montana Power Company, a Corporation, Hereby Certify That the Following Is a Full, True and Correct Copy of Resolution Duly Adopted by the Board of Directors of the Montana Power Company at a Meeting Duly Called and Held August 27, 1996 and That Said Resolution Is in Full Force and Effect as of the Date of This Certificate. Resolved, That Effective August 27, 1996, the First Sentence of Section 11 of the Bylaws of the Montana Power Company Is Hereby Amended to Reduce the Number of Directors to Fifteen (15) as Follows: Section 11. the Affairs of the Corporation Shall Be Managed by a Board of Fifteen (15) Directors. in Witness Whereof, I Have Hereunto Set My Hand and the Seal of Said Corporation This 11th Day of November, 1996. /S/R. M. Ralph Assistant Secretary

from 10-K405 1 page Articles of Incorporation or Bylaws

from 10-Q 1 page Articles of Incorporation or Bylaws

from 10-Q 1 page Articles of Incorporation or Bylaws

from 10-K405 ~10 pages Articles of Incorporation or Bylaws

from 10-K405 1 page Articles of Incorporation or Bylaws

from 10-Q ~5 pages Articles of Incorporation or Bylaws

from 10-Q 1 page Bylaws of the Montana Power Company Adopted on : September 22, 1992 as Amended on : December 13, 1994 January 24, 1995 <page> the Montana Power Company Amendments to Bylaws Article Amendment Date of Amendment 11 Establishment of the December 13, 1994 Number of Directors as Fourteen (14). (See Attachment a Hereto.) 11 the Directors Shall Be Divided January 24, 1995 Into Three Groups, Each as Nearly Equal as Possible. Each Group of Directors Shall Stand for Election Upon Expiration of Their Terms. Directors Shall Hold Their Terms. Directors Shall Hold Office for a Term of Three (3) Years or Until a Successor Is Duly Elected and Qualified. (See Attached B Hereto). <page> Attachment B the Montana Power Company Certification of Resolution I, R. M. Ralph, Assistant Secretary of the Montana Power Company, a Corporation, Hereby Certify That the Following Is a Full, True and Correct Copy of Resolution Duly Adopted by the Board of Directors of the Montana Power Company at a Meeting Duly Called and Held January 24, 1995 and That Said Resolution Is in Full Force and Effect as of the Date of This Certificate. Resolved, That the Board of Directors Hereby Finds It to Be Advisable and in the Best Interest of the Corporation That the First Paragraph of Section 11 of the Corporation's Bylaws, as Amended, Be Amended to Read as Follows: "The Affairs of the Corporation Shall Be Managed by a Board of Fourteen (14) Directors. the Directors Shall Be Divided Into Three Groups, Each as Nearly Equal in Number as Possible. Each Group of Directors Shall Stand for Election Upon Expiration of Their Terms. Directors Shall Hold Office for a Term of Three (3) Years or Until a Successor Is Duly Elected and Qualified." in Witness Whereof, I Have Hereunto Set My Hand and the Seal of Said Corporation This 26th Day of April 1995. /S/ R. M. Ralph R. M. Ralph, Assistant Secretary

from S-3 ~20 pages Exhibit 4(b) Bylaws, as Amemded

from 10-K405 1 page Bylaws of the Montana Power Company Adopted on : September 22, 1992 as Amended on : December 13, 1994 <page> the Montana Power Company Amendments to Bylaws Article Amendment Date of Amendment 11 Establishment of the December 13, 1994 Number of Directors as Fourteen (14). (See Attachment a Hereto.) <page> Attachment a the Montana Power Company Certification of Resolution I, R. M. Ralph, Assistant Secretary of the Montana Power Company, a Corporation, Hereby Certify That the Following Is a Full, True and Correct Copy of Resolution Duly Adopted by the Board of Directors of the Montana Power Company at a Meeting Duly Called and Held December 13, 1994 and That Said Resolution Is in Full Force and Effect as of the Date of This Certificate. Resolved, That Effective January 1, 1995, the First Sentence of Section 11 of the Bylaws of the Montana Power Company Is Hereby Amended to Reduce the Number of Directors to Fourteen (14) as Follows: Section 11. the Affairs of the Corporation Shall Be Managed by a Board of Fourteen (14) Directors. in Witness Whereof, I Have Hereunto Set My Hand and the Seal of Said Corporation This 6th Day of January 1995. /S/ R. M. Ralph R. M. Ralph, Assistant Secretary (Seal) Mpc\pkma25.By

from S-3 ~20 pages Restated Articles of Incorporation

from 10-K ~5 pages Amendments to the Restated Articles of Inc.

from 10-K ~20 pages Restated Articles of Incorporation