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~, <br />• CERTIFICATE OF AMENDMENT <br />C OF <br />CERTIFICATE OF INCORPORATION <br />OF <br />NORTHERN COAL COMPANY <br />Northern Coal Company, a corporation organized and existing under and <br />by virtue of the General Corporation Law of the State of Delaware, <br />DOES HEREBY CERTIFY, that: <br />1. The following is a true and correct copy of resolutions duly <br />adopted by the Board of Directors by Unanimous Written Consent dated <br />the 10th day of June, 1986: , <br />RESOLVED, that in the judgment of the Board of Directors, <br />it is deemed advisable to amend Article I of the the Certificate <br />of incorporation of the Company so it will be and read in its <br />entirety as Follows: <br />"ARTICLE I <br />"The name of this corporation is Enron Coal <br />Company." <br />• RESOLVED, that the Foregoing recommendation to <br />amend the Certificate of Incorporation of the Company <br />be submitted to the voting Stockholder of the Company <br />Eor consideration and approval. <br />FURTHER RESOLVED, that the President or any Vice _ <br />President and the Secretary or any Assistant Secretary <br />of the Company be, and they hereby are, authorized to <br />execute an Amendment of the Certificate of <br />Incorporation of the Company, reflecting the foregoing <br />recommended changes in the Certificate, and cause the <br />same to be ESled and recorded in the State of Delaware <br />and in all other jurisdictions where Eilings and <br />recordings are required; subject to the approval of <br />such Amendment by the stockholders of the Company. <br />FURTHER RESOLVED, that the proper officers of the <br />Company and its counsel be, and each of them hereby <br />is, authorized, empowered, and directed, for and on <br />behalf of the company, under its corporate seal or <br />otherwise, to take any and all such further action and <br />do or cause to be done any and all such further things <br />as may, in their discretion, appear to be necessary, <br />proper, or advisable in order to carry Into effect the <br />purposes and intentions of this and each of the <br />• foregoing resolutions. <br />R-be ~~~f 81 <br />