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Exhibit 3(1)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NORTH CAROLINA NATURAL GAS CORPORATION
FIRST: The name of the corporation is North Carolina Natural Gas
Corporation (the "Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, Wilmington, DE 19805 New Castle County. The name
of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware, as amended from time to time.
FOURTH: The total number of shares which the Corporation shall have
authority to issue is 100 shares of common stock, and the par value of each such
share is $.10 per share.
FIFTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors of the Corporation is
expressly authorized to make, alter and repeal the bylaws of the Corporation;
subject to the power of the stockholders of the Corporation to alter or repeal
any bylaw whether adopted by them or otherwise.
SIXTH: Elections of directors need not be by written ballot except and to
the extent provided in the bylaws of the Corporation.
SEVENTH: A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation therefor is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.
