RESTATED
                         ARTICLES OF INCORPORATION
                                    OF
                         OTTER TAIL POWER COMPANY
                     (restated as of October 17, 1988)


                                ARTICLE I.
     The name of the corporation shall be Otter Tail Power
Company.

                                ARTICLE II.

     The purposes of the corporation shall be as follows:

     (a) To generate, produce, buy or in any manner acquire, and
to sell, dispose of, and distribute electricity for light, heat
and power and other purposes, and to carry on the business of
furnishing, supplying, manufacturing, and selling light, heat,
power, gas, water, and steam, and any and all business incidental
thereto; and to build, construct, develop, improve, buy, acquire
by condemnation or otherwise, hold, own, lease, maintain and
operate plants, facilities, systems, and works for the
manufacture, generation, production, accumulation, transmission,
and distribution of electricity, gas, water, and steam, and to
exercise rights of condemnation and eminent domain in connection
with the doing of any of its purposes as herein set forth so far
as may be permissible by law.

     (b) To produce, mine, buy, sell, store, market, deal in,
and prospect for, coal, oil and minerals of all kinds and the
products and by-products thereof.

     (c) To manufacture, buy, sell, trade, and deal in goods,
wares, merchandise, property, and commodities of any and every
class and description.

     (d) To purchase, acquire, and lease, and to sell, lease,
and dispose of water, water rights, and power privileges for
power, light, heat, mining, milling, irrigation, agricultural,
domestic or any other use or purpose.

     (e) To acquire, hold, mortgage, pledge, or dispose of the
shares, bonds, securities, and other evidences of indebtedness of
any domestic or foreign corporation.

     (f) To endorse or guarantee the promissory notes, checks,
drafts, evidences of indebtedness or obligations of whatsoever
nature of any corporation, domestic or foreign, of which the
corporation shall own or control, directly or indirectly a
majority of the stock then entitled to elect directors, or a
majority thereof.

     (g) To do or perform any and all lawful business necessary,
essential or expedient to the proper conduct of any of the
purposes aforesaid.

                               ARTICLE III.

     The period of duration of the corporation shall be
perpetual.

                                ARTICLE IV.

     The location and post-office address of the registered
office of the corporation in Minnesota is 215 Cascade Street
South, Fergus Falls, Minnesota  56537.

                                ARTICLE V.

     The total authorized number of shares of the corporation is
17,500,000, divided into three classes; namely, 1,500,000
Cumulative Preferred Shares without par value (the "Cumulative
Preferred Shares"); 1,000,000 Cumulative Preference Shares
without par value (the "Cumulative Preference Shares"); and
15,000,000 Common Shares of the par value of $5 per share (the
"Common Shares").  No fractional shares of any class or series
shall be issued by the corporation.

                                ARTICLE VI.

     The designations, relative rights, voting power, preferences
and restrictions of the Cumulative Preferred Shares, the
Cumulative Preference Shares and the Common Shares, respectively,
shall be as set forth in Division I through Division VI,
inclusive, of this Article VI.

     The term "subordinate shares," when hereinafter in this
Article VI used with reference to shares junior to the Cumulative
Preferred Shares, means the Cumulative Preference Shares, the
Common Shares and shares of any other class, which may hereafter
be authorized, ranking junior to the Cumulative Preferred Shares
with respect to the payment of dividends or the distribution of
assets; and when hereinafter used with reference to shares junior
to the Cumulative Preference Shares, means the Common Shares and
shares of any other class, which may hereafter be authorized,
ranking junior to the Cumulative Preference Shares with respect
to the payment of dividends or the distribution of assets.

                                DIVISION I

            Provisions Relating to Cumulative Preferred Shares

     A.  Issue in Series.  The Cumulative Preferred Shares may
be issued from time to time in one or more series, each of which
series shall have such designation and such relative rights,
voting power, preferences and restrictions as are hereinafter
provided and, to the extent hereinafter permitted, as are
determined and stated by the Board of Directors in the resolution
or resolutions authorizing the creation of shares of such series.

     All Cumulative Preferred Shares shall be of equal rank and
shall be identical, except in respect of their relative voting
power (determined as hereinafter provided in Division IV) and the
particulars that may be determined by the Board of Directors as
hereinafter provided; and each share of each series shall be
identical in all respects with the other shares of such series,
except as to the dates from which dividends thereon shall be
cumulative.  Cumulative Preferred Shares shall be issued only as
fully paid and nonassessable shares.

     Subject to the provisions of the last paragraph of this
Subdivision A, authority is hereby expressly granted to the Board
of Directors to authorize the issuance of Cumulative Preferred
Shares in one or more series, and to determine and state, by the
resolution or resolutions authorizing the creation of each
series: (i) the designation of the series and the number of
shares which shall constitute such series, which number may be
altered from time to time by like action of the Board of
Directors in respect of shares then unallotted; (ii) the annual
rate of dividends payable on shares of such series; (iii) the
price or prices per share at which the shares of such series
shall be redeemable; (iv) the amount payable on shares of such
series in the event of any dissolution, liquidation or winding up
of the affairs of the corporation, which amount may differ in the
case of a voluntary or involuntary dissolution, liquidation or
winding up of such affairs; (v) the conversion rights, if any,
with respect to the conversion of shares of such series into
Common Shares of the corporation; and (vi) the sinking or
purchase fund provisions, if any, for the mandatory redemption or
purchase of shares of such series.

     In the case of each series of Cumulative Preferred Shares
created after April 1, 1977, the amount (in addition to accrued
and unpaid dividends, if any) which the holders of shares of such
series shall be entitled to receive in the event of any
dissolution, liquidation or winding up of the affairs of the
corporation which shall be involuntary shall be equal to the
gross consideration received by the corporation upon the issuance
thereof (without regard to any premium received or any
underwriting discount or commission, private placement fee or
other expense incurred by the corporation in connection with the
issuance thereof).

     B.  Dividends.  Before any dividends on any subordinate
shares shall be paid or declared and set apart for payment, the
holders of the Cumulative Preferred Shares of each series shall
be entitled to receive, when and as declared by the Board of
Directors, out of any funds legally available for such purpose,
cash dividends at the annual rate for such series theretofore
fixed by the Board of Directors as hereinbefore provided, and no
more, payable quarterly on such dates as may be fixed in the
resolution or resolutions adopted by the Board of Directors
authorizing the creation of such series.  Such dividends shall be
paid to shareholders of record on the respective dates, not
exceeding twenty (20) days prior to such payment dates, fixed by
the Board of Directors for such purpose.  Such dividends shall be
cumulative, in the case of shares of each particular series:

         (1)  if issued prior to the record date for the first
     dividend on shares of such series, then from and including
     the date fixed for such purpose by the Board of Directors in
     the resolution or resolutions creating such series;

         (2)  if issued during the period commencing immediately
     after the record date for a dividend on shares of such
     series and terminating at the close of the payment date for
     such dividend, then from and including such last mentioned
     dividend payment date;

         (3)  otherwise from and including the quarterly
     dividend payment date next preceding the date of issue of
     such shares.

     No dividend shall be paid, or declared and set apart for
payment, upon any Cumulative Preferred Shares of any series for
any quarterly dividend period unless at the same time a like
proportionate dividend for the same or comparable quarterly
period, ratable in proportion to the respective annual dividend
rates fixed therefor, shall be paid, or declared and set apart
for payment, upon all Cumulative Preferred Shares of all series
then issued and outstanding.

     In no event shall any dividend be paid or declared, nor
shall any distribution be made, on any subordinate shares, nor
shall any subordinate shares be purchased, redeemed or otherwise
acquired by the corporation for value, nor shall any moneys be
paid to or set aside or made available for a purchase fund or
sinking fund for the purchase or redemption of any subordinate
shares, unless (i) all dividends on the Cumulative Preferred
Shares of all series for all past quarterly dividend periods and
for the then current quarterly dividend period shall have been
paid or declared and a sum sufficient for the payment thereof set
apart for payment; and (ii) the corporation shall not be in
default or deficient under any requirement of a sinking or
purchase fund established with respect to outstanding Cumulative
Preferred Shares of any series for any period then elapsed.

     Subject to the provisions of this Article VI, and not
otherwise, dividends may be declared by the Board of Directors
and paid from time to time, out of any funds legally available
therefor, upon the then outstanding subordinate shares, and the
holders of the Cumulative Preferred Shares shall not be entitled
to participate in any such dividends.

     C.  Redemption of Cumulative Preferred Shares.  Subject to
the limitations stated in Subdivision D of this Division I, the
Cumulative Preferred Shares of any or all series may be redeemed,
as a whole at any time or in part from time to time, at the
option of the corporation by resolution of the Board of
Directors, at the applicable redemption price for the shares of
such series as determined by the Board of Directors in the
resolution or resolutions authorizing the creation of such
series, together with an amount (hereinafter referred to as
"accrued dividends to the redemption date") in the case of each
share, computed at the annual dividend rate for the series of
which the particular share is a part, from and including the date
on which dividends on such shares become cumulative to and
including the date of redemption, less the aggregate amount of
all dividends which have theretofore been paid thereon or which
have been declared thereon and for which moneys for payment have
been set apart and remain available for payment.  To the extent
that Cumulative Preferred Shares of any series are redeemed
through the operation of a sinking or purchase fund provided for
in the resolution or resolutions of the Board of Directors
creating such series, such shares shall be redeemed by resolution
of the Board of Directors at the time and at the applicable
redemption price specified for redemption of shares of such
series pursuant to such sinking or purchase fund by the
resolution or resolutions creating such series.  If less than all
the outstanding Cumulative Preferred Shares of any series are to
be redeemed, the shares to be redeemed shall be determined by lot
in such manner as the Board of Directors may prescribe.

     Notice of every redemption of Cumulative Preferred Shares
shall be mailed, addressed to the holders of record of the shares
to be redeemed at their respective addresses as they shall appear
on the stock books of the corporation, not less than thirty (30)
days and not more than sixty (60) days prior to the date fixed
for redemption.

     If notice of redemption shall have been duly given as
aforesaid, and if, on or before the redemption date specified in
the notice, all funds necessary for the redemption shall have
been deposited in trust with a bank or trust company in good
standing and doing business at any place within the United
States, having capital, surplus and undivided profits aggregating
at least $1,000,000 and designated in the notice of redemption,
for the pro rata benefit of the holders of the shares so called
for redemption, so as to be and continue to be available
therefor, then from and after the date of such deposit,
notwithstanding that any certificate for Cumulative Preferred
Shares so called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall no longer
be deemed outstanding, the dividends thereon shall cease to
accumulate from and after the date fixed for redemption, and all
rights with respect to the Cumulative Preferred Shares so called
for redemption shall forthwith on the date of such deposit cease
and terminate, except only the right of the holders thereof to
receive the redemption price of the shares so redeemed, including
accrued dividends to the redemption date, but without interest. 
Any funds deposited by the corporation pursuant to this paragraph
and unclaimed at the end of six (6) years after the date fixed
for redemption shall be repaid to the corporation upon its
request expressed in a resolution of its Board of Directors,
after which repayment the holders of the shares so called for
redemption shall look only to the corporation for the payment
thereof.

     All Cumulative Preferred Shares converted, redeemed or
purchased voluntarily or pursuant to any sinking fund or purchase
fund for the mandatory redemption or purchase of shares shall be
retired and cancelled and shall have the status of authorized but
unissued Cumulative Preferred Shares of the corporation and may
be reissued in the same manner as authorized but unissued
Cumulative Preferred Shares undesignated as to series.

     D.  Limitations on Purchase and Redemption of Cumulative
Preferred Shares.  No Cumulative Preferred Shares of any series
shall be purchased, redeemed or otherwise acquired by the
corporation for value, nor shall any moneys be paid to or set
aside or made available for a purchase fund or sinking fund for
the purchase or redemption of Cumulative Preferred Shares of any
series, unless all dividends on the Cumulative Preferred Shares
of all series for all past quarterly dividend periods and for the
current quarterly period shall have been paid or declared and a
sum sufficient for the payment thereof set apart for payment,
except in the event all of the Cumulative Preferred Shares shall
be called for redemption.

     E.  Liquidation Preferences.  In the event of any
dissolution, liquidation or winding up of the affairs of the
corporation, before any distribution or payment shall be made to
the holders of any subordinate shares, the holders of the shares
of each series of Cumulative Preferred Shares shall be entitled
to be paid in full the respective amounts fixed by the Board of
Directors in the resolution or resolutions authorizing the issue
of such series, together with a sum, in the case of each share,
computed at the annual dividend rate for the series of which the
particular share is a part, from the date on which dividends on
such shares became cumulative to and including the date fixed for
such distribution or payment, less the aggregate amount of all
dividends which have theretofore been paid thereon or which have
been declared thereon and for which moneys have been set apart
and remain available for payment.  If such distribution or
payment shall have been made to the holders of the Cumulative
Preferred Shares, or moneys made available for such payment in
full, the remaining assets and funds of the corporation shall be
distributed among the holders of the classes of subordinate
shares, according to their respective rights and preferences and
in each case according to their respective shares.  If the assets
available are not sufficient to pay in full the amounts so
payable to the holders of all outstanding Cumulative Preferred
Shares, the holders of all series of such shares shall share
ratably in any distribution of assets in proportion to the full
amounts to which they would otherwise be respectively entitled. 
The consolidation or merger of the corporation into or with any
other corporation or corporations pursuant to the statutes of the
State of Minnesota providing for consolidation or merger shall
not be deemed a liquidation, dissolution or winding up of the
affairs of the corporation within the meaning of any of the
provisions of this Subdivision E.

     F.  Voting and Restrictions on Certain Corporate Action. 
The holders of the Cumulative Preferred Shares shall not be
entitled to vote at any meetings of the shareholders of the
corporation, except as required by law or as hereinafter
otherwise provided in this Subdivision F and in Division IV:

         (1)  So long as any Cumulative Preferred Shares of any
     series are outstanding, the corporation shall not without
     the consent (given by vote at a special meeting of
     shareholders called for the purpose) of the holders of at
     least two-thirds (2/3) of the aggregate voting power
     (determined as hereinafter provided in Division IV) vested
     in the Cumulative Preferred Shares of all series then
     outstanding:

              (a)  Create, authorize or issue any shares of any
         class ranking prior to, or any securities of any kind
         or class convertible into shares of any class ranking
         prior to, the Cumulative Preferred Shares as to
         dividends or assets; or

              (b)  Amend the Articles of Incorporation so as to
         affect adversely any of the preferences or other rights
         of the holders of the Cumulative Preferred Shares,
         provided, however, that if any such amendment would
         affect adversely the holders of one or more, but not
         all, of the series of Cumulative Preferred Shares at
         the time outstanding, consent only of the holders of at
         least two-thirds (2/3) of the aggregate voting power
         (determined as hereinafter provided in Division IV)
         vested in the shares of each series so adversely
         affected shall be required.

         (2)  So long as any Cumulative Preferred Shares of any
     series are outstanding, the corporation shall not without
     the consent (given by vote at a special meeting of
     shareholders called for the purpose) of the holders (i) of
     at least a majority of the aggregate voting power
     (determined as hereinafter provided in Division IV) vested
     in the Cumulative Preferred Shares of all series then
     outstanding, or (ii) in case of the negative vote at such
     meeting of the holders of more than one-fourth (1/4) of the
     aggregate voting power (determined as hereinafter provided
     in Division IV) vested in the Cumulative Preferred Shares of
     all series then outstanding, of at least two-thirds (2/3) of
     aggregate voting power (determined as hereinafter provided
     in Division IV) vested in the Cumulative Preferred Shares of
     all series then outstanding:

              (a)  Increase the authorized number of Cumulative
         Preferred Shares, or create, authorize or issue any
         shares of any class ranking on a parity with the
         Cumulative Preferred Shares as to dividends or assets,
         or any securities of any kind or class convertible into
         Cumulative Preferred Shares or shares of any class on a
         parity with the Cumulative Preferred Shares; or

              (b)  Issue any Cumulative Preferred Shares of any
         series if as a result thereof more than 60,000
         Cumulative Preferred Shares of all series will then be
         outstanding, unless:

                   (i)  The corporation's "Adjusted Income
              Available for Interest," as hereinafter defined,
              shall be at least equal to one-and-one-half (1-
              1/2) times the corporation's "Adjusted Interest
              and Preferred Charges," as hereinafter defined;
              and

                   (ii) The corporation's "Adjusted Income
              Available for Preferred Dividends," as hereinafter
              defined, shall be at least equal to two-and-one-
              half (2-1/2) times the corporation's "Adjusted
              Preferred Charges," as hereinafter defined; and

                   (iii) The corporation's "Common Share
              Equity," as hereinafter defined, shall equal at
              least one-fourth (1/4) of the corporation's "Total
              Capitalization," as hereinafter defined; or

              (c)  Declare, pay or set apart for payment any
         dividend on any subordinate shares, or purchase, redeem
         or otherwise acquire for value any subordinate shares,
         or pay or set aside or make available any moneys for a
         purchase fund or sinking fund for the purchase or
         redemption of any such subordinate shares, unless after
         giving effect to the payment of such dividend or such
         purchase, redemption or other acquisition of such
         payment or setting aside of moneys in a purchase fund
         or sinking fund,

                   (i)  The "Common Share Equity," as
              hereinafter defined, shall equal at least one-
              fourth (1/4) of the "Total Capitalization," as
              hereinafter defined; and

                   (ii) The earned surplus of the corporation
              shall be not less than $831,398.

              (d)  Consolidate or merge into or with any other
         corporation or corporations pursuant to the statutes of
         the State of Minnesota providing for consolidation or
         merger, unless, immediately after such consolidation or
         merger shall become effective:

                   (i)  The Cumulative Preferred Shares of the
              corporation outstanding immediately prior to such
              consolidation or merger shall remain outstanding
              or be constituted as shares of the corporation
              resulting from such consolidation or merger in the
              same number and with the same relative rights,
              voting power, preferences and restrictions as
              theretofore, the authorized number thereof shall
              not be increased, there shall be no shares of the
              resulting corporation outstanding or authorized
              ranking prior to or on a parity with the
              Cumulative Preferred Shares, except shares of the
              corporation outstanding or authorized immediately
              prior to such consolidation or merger, and the
              indebtedness for borrowed money of the resulting
              corporation immediately after such consolidation
              or merger shall be no greater than the
              indebtedness for borrowed money of the corporation
              immediately preceding such consolidation or
              merger; or

                    (ii) (aa)  The "Adjusted Income Available
               for Interest," as hereinafter defined, of the
               resulting corporation shall be at least equal to
               one-and-one-half (1-1/2) times its "Adjusted
               Interest and Preferred Charges," as hereinafter
               defined; and

                         (bb)  The "Adjusted Income Available
               for Preferred Dividends," as hereinafter defined,
               of the resulting corporation shall be at least
               equal to two-and-one-half (2-1/2) times its
               "Adjusted Preferred Charges," as hereinafter
               defined; and

                        (cc)  The "Common Share Equity," as
               hereinafter defined, of the resulting corporation
               shall equal at least one-fourth (1/4) of its
               "Total Capitalization," as hereinafter defined.

               (e)  Sell, lease or exchange all or
         substantially all of its property and assets, unless,
         after the completion of such transaction, the fair
         value of the assets of the corporation shall at least
         equal the preference on voluntary liquidation of all
         Cumulative Preferred Shares of all series then
         outstanding and of all shares then outstanding of a
         class on parity with the Cumulative Preferred Shares,
         after first deducting an amount equal to all then
         existing indebtedness of the corporation and an amount
         equal to the preference on voluntary liquidation of all
         shares ranking prior to the Cumulative Preferred
         Shares.

         (3)   For the purposes of the foregoing provisions of
     this Subdivision F:

               (a)  The term "Adjusted Income Available for
         Interest" shall mean the gross income of the
         corporation for a period of twelve (12) consecutive
         calendar months selected by the corporation out of the
         fifteen (15) calendar months immediately preceding the
         proposed issuance of additional Cumulative Preferred
         Shares, or the proposed consolidation or merger,
         determined in accordance with such system of accounts
         as may be prescribed by governmental authorities having
         jurisdiction in the premises or, in the absence
         thereof, in accordance with generally accepted
         accounting practice, available for the payment of
         interest, but after deduction of taxes of all kinds
         (including taxes based on income) including for a like
         period such gross income (similarly computed and with
         similar deductions and eliminating any duplication of
         income) of any property which was or will have been an
         operating unit or a part of an operating unit preceding
         its acquisition by the corporation and which has been
         acquired within the past twelve (12) months immediately
         preceding or is to be acquired by the corporation
         substantially contemporaneously with the proposed
         issuance of additional Cumulative Preferred Shares, or
         the proposed consolidation or merger.

               (b)  The term "Adjusted Interest and Preferred
         Charges" is hereby defined as the sum of (i) the
         interest charges for one year upon all interest bearing
         indebtedness of the corporation outstanding at the time
         of issuance of such Cumulative Preferred Shares or of
         the proposed consolidation or merger, including that,
         if any, proposed to be issued or assumed substantially
         contemporaneously, or to which property theretofore
         acquired or to be acquired substantially
         contemporaneously is or will be subject (adjusted for
         all amortization of debt discount and expense, or of
         premium on debt, as the case may be), and (ii) the
         dividend requirements for one year on all outstanding
         Cumulative Preferred Shares, and on all other shares of
         a class ranking prior to or on a parity with the
         Cumulative Preferred Shares as to dividends or assets,
         outstanding at the time of issuance of such additional
         Cumulative Preferred Shares, or of such consolidation
         or merger, including all such shares proposed to be
         issued, or all such shares of the resulting
         corporation, as the case may be.

               (c)  The term "Adjusted Income Available for
         Preferred Dividends" is hereby defined as the "Adjusted
         Income Available for Interest" for the aforesaid twelve
         (12) months' period, less the interest charges for one
         year and the dividend requirements for one year on any
         shares ranking prior to the Cumulative Preferred
         Shares, included in determining the "Adjusted Interest
         and Preferred Charges."

               (d)  The term "Adjusted Preferred Charges" is
         hereby defined as the "Adjusted Interest and Preferred
         Charges" for one year determined at the time of
         issuance of such Cumulative Preferred Shares or of the
         proposed consolidation or merger, less the interest
         charges for one year and the dividend requirements for
         one year on any shares ranking prior to the Cumulative
         Preferred Shares, included in determining the "Adjusted
         Interest and Preferred Charges."

               (e)  The term "Common Share Equity" is hereby
         defined as the sum of (i) the stated capital of the
         corporation applicable to its Common Shares and to all
         other subordinate shares (including shares, if any,
         proposed to be issued substantially contemporaneously
         or any additional such shares of the resulting
         corporation, as the case may be), (ii) capital surplus
         to the extent of premium on Common Shares and on all
         other subordinate shares (including premium, if any, on
         shares proposed to be issued substantially
         contemporaneously or any additional such shares of the
         resulting corporation, as the case may be),
         (iii) contributions in aid of construction, and
         (iv) earned surplus, all determined in accordance with
         such system of accounts as may be prescribed by
         governmental authorities having jurisdiction in the
         premises or, in the absence thereof, in accordance with
         generally accepted accounting practice.

              (f)  The term "Total Capitalization" is hereby
         defined as the sum of (i) the Common Share Equity,
         (ii) the involuntary liquidation preference of all
         Cumulative Preferred Shares and all other shares prior
         to or on a parity with the Cumulative Preferred Shares
         to be outstanding after the proposed event, and
         (iii) the principal amount of all interest bearing debt
         (including debt to which property theretofore acquired
         or to be acquired substantially contemporaneously is or
         will be subject) to be outstanding after the proposed
         event, excluding, however, all indebtedness maturing by
         its terms within one year from the time of creation
         thereof unless the corporation, without the consent of
         the lender, has the right to extend the maturity of
         such indebtedness for a period or periods which, with
         the original period of such indebtedness, aggregates
         one year or more.

                                DIVISION II

            Provisions Relating to Cumulative Preference Shares

     A.  Issue in Series.  The Cumulative Preference Shares may
be issued from time to time in one or more series, each of which
series shall have such designation and such relative rights,
voting power, preferences and restrictions as are hereinafter
provided and, to the extent hereinafter permitted, as are
determined and stated by the Board of Directors in the resolution
or resolutions authorizing the creation of shares of such series.

     All Cumulative Preference Shares shall be of equal rank and
shall be identical, except in respect of their relative voting
power (determined as hereinafter provided in Division IV) and the
particulars that may be determined by the Board of Directors as
hereinafter provided; and each share of each series shall be
identical in all respects with the other shares of such series,
except as to the dates from which dividends thereon shall be
cumulative.  Cumulative Preference Shares shall be issued only as
fully paid and nonassessable shares.

     Subject to the provisions of the last paragraph of this
Subdivision A, authority is hereby expressly granted to the Board
of Directors to authorize the issuance of Cumulative Preference
Shares in one or more series, and to determine and state, by the
resolution or resolutions authorizing the creation of each
series:  (i) the designation of the series and the number of
shares which shall constitute such series, which number may be
altered from time to time by like action of the Board of
Directors in respect of shares then unallotted; (ii) the annual
rate of dividends payable on shares of such series; (iii) the
price or prices per share at which the shares of such series
shall be redeemable; (iv) the amount payable on shares of such
series in the event of any dissolution, liquidation or winding up
of the affairs of the corporation, which amount may differ in the
case of a voluntary or involuntary dissolution, liquidation or
winding up of such affairs, provided that the amount in the case
of an involuntary dissolution, liquidation or winding up of such
affairs shall be determined as provided in the following
paragraph; (v) the conversion rights, if any, with respect to the
conversion of shares of such series into Common Shares of the
corporation; and (vi) the sinking or purchase fund provisions, if
any, for the mandatory redemption or purchase of shares of such
series.

     The amount (in addition to accrued and unpaid dividends, if
any) which the holders of Cumulative Preference Shares of each
series shall be entitled to receive in the event of any
dissolution, liquidation or winding up of the affairs of the
corporation which shall be involuntary shall be equal to the
gross consideration received by the corporation upon the issuance
thereof (without regard to any premium received or any
underwriting discount or commission, private placement fee or
other expense incurred by the corporation in connection with the
issuance thereof).

     B.  Dividends.  Subject to the preferential rights of the
holders of Cumulative Preferred Shares with respect to payment of
dividends as set forth in Subdivision B of Division I, the
holders of the Cumulative Preference Shares of each series shall
be entitled to receive, when and as declared by the Board of
Directors, out of any funds legally available for such purpose,
cash dividends at the annual rate for such series theretofore
fixed by the Board of Directors as hereinbefore provided, and no
more, payable quarterly on such dates as may be fixed in the
resolution or resolutions adopted by the Board of Directors
authorizing the creation of such series.  Such dividends shall be
paid to shareholders of record on the respective dates, not
exceeding twenty (20) days prior to such payment dates, fixed by
the Board of Directors for such purpose.  Such dividends shall be
cumulative from and including the date or dates fixed for such
purpose by the Board of Directors in the resolution or
resolutions authorizing the creation of such series.

     No dividend shall be paid, or declared and set apart for
payment, upon any Cumulative Preference Shares of any series for
any quarterly dividend period unless at the same time a like
proportionate dividend for the same or comparable quarterly
period, ratable in proportion to the respective annual dividend
rates fixed therefor, shall be paid, or declared and set apart
for payment, upon all Cumulative Preference Shares of all series
then issued and outstanding.

     In no event shall any dividend be paid or declared, nor
shall any distribution be made, on any subordinate shares, other
than a dividend or distribution payable solely in subordinate
shares, nor shall any subordinate shares be purchased, redeemed
or otherwise acquired by the corporation for value, nor shall any
moneys be paid to or set aside or made available for a purchase
fund or sinking fund for the purchase or redemption of any
subordinate shares, unless (i) all dividends on the Cumulative
Preference Shares of all series for all past quarterly dividend
periods and for the then current quarterly dividend period shall
have been paid or declared and a sum sufficient for the payment
thereof set apart for payment; and (ii) the corporation shall not
be in default or deficient under any requirement of a sinking or
purchase fund established with respect to outstanding Cumulative
Preference Shares of any series for any period then elapsed.

     Subject to the provisions of this Article VI, and not
otherwise, dividends may be declared by the Board of Directors
and paid from time to time, out of any funds legally available
therefor, upon the then outstanding subordinate shares, and the
holders of the Cumulative Preference Shares shall not be entitled
to participate in any such dividends.

     C.  Redemption of Cumulative Preference Shares.  Subject to
the limitations stated in Subdivision B of Division I and in
Subdivision D of this Division II, the Cumulative Preference
Shares of any or all series may be redeemed, as a whole at any
time or in part from time to time, at the option of the
corporation by resolution of the Board of Directors, at the
applicable redemption price for the shares of such series as
determined by the Board of Directors in the resolution or
resolutions authorizing the creation of such series, together
with an amount (hereinafter referred to as "accrued dividends to
the redemption date") in the case of each share, computed at the
annual dividend rate for the series of which the particular share
is a part, from and including the date on which dividends on such
share became cumulative to and including the date of redemption,
less the aggregate amount of all dividends which have theretofore
been paid thereon or which have been declared thereon and for
which moneys for payment have been set apart and remain available
for payment.  Each such redemption shall be effected upon the
same notice as provided in Subdivision C of Division I in respect
of the redemption of Cumulative Preferred Shares, and all other
provisions of said Subdivision C with respect to the method and
effect of redemption of Cumulative Preferred Shares shall be
applicable to the redemption of Cumulative Preference Shares in
the same manner and with the same force and effect as though such
provisions were set forth in full in this Subdivision C.

     All Cumulative Preference Shares converted, redeemed or
purchased voluntarily or pursuant to any sinking fund or purchase
fund for the mandatory redemption or purchase of shares shall be
retired and cancelled and shall have the status of authorized but
unissued Cumulative Preference Shares of the corporation and may
be reissued in the same manner as authorized but unissued
Cumulative Preference Shares undesignated as to series.

     D.  Limitation on Purchase and Redemption of Cumulative
Preference Shares.  No Cumulative Preference Shares of any series
shall be purchased, redeemed or otherwise acquired by the
corporation for value, nor shall any moneys be paid to or set
aside or made available for a purchase fund or sinking fund for
the purchase or redemption of Cumulative Preference Shares of any
series, unless all dividends on the Cumulative Preference Shares
of all series for all past quarterly dividend periods and for the
current quarterly period shall have been paid or declared and a
sum sufficient for the payment thereof set apart for payment,
except in event all of the Cumulative Preference Shares shall be
called for redemption.

     E.  Liquidation Preferences.  In the event of any
dissolution, liquidation or winding up of the affairs of the
corporation, before any distribution or payment shall be made to
the holders of any class of subordinate shares, the holders of
the shares of each series of Cumulative Preference Shares shall
be entitled to be paid in full the respective amounts fixed by
the Board of Directors in the resolution or resolutions
authorizing the creation of such series together with an amount,
in the case of each share, computed at the annual dividend rate
for the series of which the particular share is a part, from and
including the date on which dividends on such share became
cumulative to and including the date fixed for such payment, less
the aggregate amount of all dividends which have theretofore been
paid thereon or which have been declared thereon and for which
moneys have been set apart and remain available for payment;
provided, however, that no such payment to the holders of
Cumulative Preference Shares shall be made until payment in full
shall have been made to the holders of Cumulative Preferred
Shares, or moneys made available for such payment in full, in
accordance with the provisions of Subdivision E of Division I. 
If such payment shall have been made to the holders of the
Cumulative Preference Shares, or moneys made available for such
payment in full, the remaining assets and funds of the
corporation shall be distributed among the holders of the classes
of subordinate shares according to their respective rights and
preferences and in each case according to their respective
shares.  If the assets available are not sufficient to pay in
full the amounts so payable to the holders of all outstanding
Cumulative Preference Shares, the holders of all series of such
shares shall share ratably in any distribution of assets in
proportion to the full amounts to which they would otherwise be
respectively entitled.  The consolidation or merger of the
corporation into or with any other corporation or corporations
pursuant to the statutes of the State of Minnesota providing for
consolidation or merger shall not be deemed a liquidation,
dissolution or winding up of the affairs of the corporation
within the meaning of any of the provisions of this Subdivision
E.

     F.  Voting and Restrictions on Certain Corporate Action. 
The holders of the Cumulative Preference Shares shall not be
entitled to vote at any meetings of the shareholders of the
corporation, except as required by law or as hereinafter
otherwise provided in this Subdivision F and in Division IV:

     (1) So long as any Cumulative Preference Shares of any
     series are outstanding, the corporation shall not, without
     the consent (given by vote at a special meeting of
     shareholders called for the purpose) of the holders of at
     least two-thirds (2/3) of the aggregate voting power
     (determined as hereinafter provided in Division IV) vested
     in the Cumulative Preference Shares of all series then
     outstanding:

              (a)  Create or authorize any shares of any class
         (other than the Cumulative Preferred Shares, whether
         now or hereafter authorized) ranking prior to the
         Cumulative Preference Shares as to dividends or assets;
         or

              (b)  Amend the Articles of Incorporation so as to
         affect adversely any of the preferences or other rights
         of the holders of the Cumulative Preference Shares,
         provided, however, that if any such amendment would
         affect adversely the holders of one or more, but not
         all, of the series of Cumulative Preference Shares at
         the time outstanding, consent only of the holders of at
         least two-thirds (2/3) of the aggregate voting power
         (determined as hereinafter provided in Division IV)
         vested in the shares of each series so adversely
         affected shall be required.

     (2) So long as any Cumulative Preference Shares of any
     series are outstanding, the corporation shall not, without
     the consent (given by vote at a special meeting of
     shareholders called for the purpose) of the holders (i) of
     at least a majority of the aggregate voting power
     (determined as hereinafter provided in Division IV) vested
     in the Cumulative Preference Shares of all series then
     outstanding, or (ii) in case of the negative vote at such
     meeting of the holders of more than one-fourth (1/4) of the
     aggregate voting power (determined as hereinafter provided
     in Division IV) vested in the Cumulative Preference Shares
     of all series then outstanding, of at least two-thirds (2/3)
     of the aggregate voting power (determined as hereinafter
     provided in Division IV) vested in the Cumulative Preference
     Shares of all series then outstanding:

              (a)  Increase the authorized number of Cumulative
         Preference Shares, or create or authorize any shares of
         any class ranking on a parity with the Cumulative
         Preference Shares as to dividends or assets; or

              (b)  Consolidate or merge into or with any other
         corporation or corporations pursuant to the statutes of
         the State of Minnesota providing for consolidation or
         merger unless, immediately after such consolidation or
         merger shall become effective, the Cumulative
         Preference Shares of the corporation outstanding
         immediately prior to such consolidation or merger shall
         remain outstanding or be constituted as shares of the
         corporation resulting from such consolidation or merger
         in the same number and with the same relative rights,
         voting power, preferences and restrictions as
         theretofore, the authorized number thereof shall not be
         increased, and there shall be no shares of the
         resulting corporation outstanding or authorized ranking
         prior to or on a parity with the Cumulative Preference
         Shares, except shares of the corporation outstanding or
         authorized immediately prior to such consolidation or
         merger; or

              (c)  Sell, lease or exchange all or substantially
         all of its property and assets, unless, after the
         completion of such transaction, the fair value of the
         assets of the corporation shall at least equal the
         preference on voluntary liquidation of all Cumulative
         Preference Shares of all series then outstanding and of
         all shares then outstanding of a class on a parity with
         the Cumulative Preference Shares, after first deducting
         an amount equal to all then existing indebtedness of
         the corporation and an amount equal to the preference
         on voluntary liquidation of all shares ranking prior to
         the Cumulative Preference Shares.

                             DIVISION III
   
                   Provisions Relating to Common Shares

     A.  Dividends.  Subject to the preferential rights of the
holders of the Cumulative Preferred Shares and the Cumulative
Preference Shares with respect to the payment of dividends, as
set forth in Subdivision B of Division I and Subdivision B of
Division II, respectively, holders of the Common Shares shall be
entitled to receive dividends, out of any funds legally available
therefor, when and as declared by the Board of Directors.

     B.  Liquidation Preferences.  In the event of any
dissolution, liquidation or winding-up of the affairs of the
corporation, whether voluntary or involuntary, holders of the
Common Shares shall be entitled to receive ratably, in accordance
with the numbers of shares held by them respectively, the assets
of the corporation available for payment to shareholders
remaining after payment in full shall have been made to holders
of the Cumulative Preferred Shares and the Cumulative Preference
Shares in accordance with the provisions of Subdivision E of
Division I and Subdivision E of Division II, respectively.

                                DIVISION IV

                    Voting Rights and Other Provisions
                 Relating to Cumulative Preferred Shares,
              Cumulative Preference Shares and Common Shares

     A.  Voting Rights of Common Shares.  Except as otherwise
expressly set forth in this Article VI and as provided by law,
the holders of Common Shares shall have the sole voting rights of
shareholders of the corporation and shall be entitled to one vote
for each share held, and the holders of a majority of the Common
Shares outstanding shall have power to authorize the sale, lease,
exchange or other disposal of all, or substantially all, of the
property and assets of the corporation, including its good will,
to adopt or reject an agreement of consolidation or merger and to
amend the Articles of Incorporation.

     B.  Voting Rights of Cumulative Preferred Shares.

         (1)  After an amount equivalent to four (4) full
     quarterly dividend installments on the Cumulative Preferred
     Shares of any series outstanding shall be in default, the
     holders of Cumulative Preferred Shares of all series at the
     time outstanding, voting separately as a class, shall, at
     any annual meeting of the shareholders or any special
     meeting of the shareholders called as herein provided
     occurring during such period, elect three members of the
     Board of Directors, and the holders of the Common Shares,
     voting separately as a class, shall, subject to any rights
     of the holders of Cumulative Preference Shares to elect
     directors as provided in Subdivision C of this Division IV,
     elect the remaining directors of the corporation.

         (2)  After an amount equivalent to twelve (12) full
     quarterly dividend installments on the Cumulative Preferred
     Shares of any series outstanding shall be in default, the
     holders of Cumulative Preferred Shares of all series at the
     time outstanding, voting separately as a class, shall at any
     annual meeting of the shareholders or any special meeting of
     the shareholders called as herein provided occurring during
     such period, elect the smallest number of directors
     necessary to constitute a majority of the full Board of
     Directors, and the holders of the Common Shares, voting
     separately as a class, shall, subject to any rights of the
     holders of Cumulative Preference Shares to elect directors
     as provided in Subdivision C of this Division IV, elect the
     remaining directors of the corporation.

         (3)  At any annual meeting or special meeting of the
     shareholders for the election of directors occurring after
     all dividends then in default on the Cumulative Preferred
     Shares then outstanding shall be paid (and such dividends
     shall be declared and paid out of any funds legally
     available therefor as soon as reasonably practical), the
     Cumulative Preferred Shares shall thereupon be divested of
     any special rights with respect to the election of directors
     provided in paragraphs (1) and (2) of this Subdivision B,
     but always subject to the same provisions for the vesting of
     such voting power in the holders of the Cumulative Preferred
     Shares in the case of a future like default or defaults in
     dividends thereon.

         (4)  Voting power vested in the holders of the
     Cumulative Preferred Shares as provided in paragraphs (1)
     and (2) of this Subdivision B may be exercised at any annual
     meeting of shareholders or at a special meeting of
     shareholders held for such purpose, which special meeting of
     shareholders shall be called by the proper officers of the
     corporation at any time when such voting power shall be so
     vested, within twenty (20) days after written request
     therefor signed by the holders of not less than five percent
     (5%) of the aggregate voting power (determined as
     hereinafter provided in Subdivision D of this Division IV)
     vested in the Cumulative Preferred Shares of all series then
     outstanding, the date of such special meeting to be not more
     than forty (40) days from the date of giving of notice
     thereof.

         (5)  Notice of any annual or special meeting of
     shareholders for the election of directors held when voting
     powers as aforesaid shall be vested in the holders of
     Cumulative Preferred Shares shall be given to all holders of
     Cumulative Preferred Shares not less than fifteen (15) days
     prior to said meeting, and such notice shall describe with
     particularity the voting rights of the holders of each
     series of Cumulative Preferred Shares.

         (6)  At any such annual or special meeting the presence
     in person or by proxy of the holders of a majority of the
     aggregate voting power (determined as hereinafter provided
     in Subdivision D of this Division IV) vested in the
     Cumulative Preferred Shares of all series then outstanding
     shall be required to constitute a quorum of the holders of
     the Cumulative Preferred Shares for the election by them of
     the directors whom they are entitled to elect; provided,
     however, that the holders of a majority of the aggregate
     voting power (determined as hereinafter provided in
     Subdivision D of this Division IV) vested in the Cumulative
     Preferred Shares who are present in person or by proxy shall
     have power to adjourn such meeting for the election of
     directors by the holders of the Cumulative Preferred Shares
     from time to time, without notice other than announcement at
     the meeting.

     C.  Voting Rights of Cumulative Preference Shares.

         (1)  After an amount equivalent to four (4) full
     quarterly dividend installments on the Cumulative Preference
     Shares of any series outstanding shall be in default, the
     holders of Cumulative Preference Shares of all series at the
     time outstanding, voting separately as a class, shall, at
     any annual meeting of the shareholders or any special
     meeting of the shareholders called as herein provided
     occurring during such period, elect two members of the Board
     of Directors, and the holders of the Common Shares, voting
     separately as a class, shall, subject to any rights of the
     holders of Cumulative Preferred Shares to elect directors as
     provided in Subdivision B of this Division IV, elect the
     remaining directors of the corporation.

          (2)  At any annual meeting or special meeting of the
     shareholders for the election of directors occurring after
     all dividends then in default on the Cumulative Preference
     Shares then outstanding shall be paid (and such dividends
     shall be declared and paid out of any funds legally
     available therefor as soon as reasonably practical), the
     Cumulative Preference Shares shall thereupon be divested of
     any special rights with respect to the election of directors
     provided for in paragraph (1) of this Subdivision C, but
     always subject to the same provisions for the vesting ofsuch
     voting power in the holders of the Cumulative Preference
     Shares in the case of a future like default or defaults in
     dividends thereon.

         (3)  All provisions of paragraphs (4), (5) and (6) of
     Subdivision B of this Division IV with respect to the method
     of exercising the special voting rights of the holders of
     Cumulative Preferred Shares shall be applicable to the
     special voting rights of the holders of Cumulative
     Preference Shares in the same manner and with the same force
     and effect as though such provisions were set forth in full
     in this Subdivision C.

     D.  Number of Votes Applicable to Each Cumulative Preferred
Share and to Each Cumulative Preference Share.  For the purpose
of each vote or consent under the Articles of Incorporation or
pursuant to applicable law, the number of votes to which each
Cumulative Preferred Share and each Cumulative Preference Share
shall be entitled shall be determined as follows:

         (a)  In voting by holders of Cumulative Preferred
     Shares, separately as a class, or by series, each Cumulative
     Preferred Share entitled to receive the smallest fixed
     amount (in addition to accrued and unpaid dividends, if any)
     in the event of any dissolution, liquidation or winding-up
     of the affairs of the corporation which shall be involuntary
     shall have one vote, and each Cumulative Preferred Share
     entitled to receive a greater fixed amount (in addition to
     accrued and unpaid dividends, if any) in any such event
     shall have the number of votes which is in the same
     proportion as such greater amount shall be to such smallest
     amount;

         (b)  In voting by holders of Cumulative Preference
     Shares, separately as a class, or by series, each Cumulative
     Preference Share entitled to receive the smallest fixed
     amount (in addition to accrued and unpaid dividends, if any)
     in the event of any dissolution, liquidation or winding up
     of the affairs of the corporation which shall be involuntary
     shall have one vote, and each Cumulative Preference Share
     entitled to receive a greater fixed amount (in addition to
     accrued and unpaid dividends, if any) in any such event
     shall have the number of votes which is in the same
     proportion as such greater amount shall be to such smallest
     amount; and

         (c)  In voting by holders of Cumulative Preferred
     Shares and/or Cumulative Preference Shares and/or holders of
     Common Shares, together as a single class, each Common Share
     shall have one vote, each Cumulative Preferred Share and
     each Cumulative Preference Share entitled to receive $100
     (in addition to accrued and unpaid dividends, if any) in the
     event of any dissolution, liquidation or winding up of the
     affairs of the corporation which shall be involuntary shall
     have one vote and each Cumulative Preferred Share and each
     Cumulative Preference Share entitled to receive a different
     fixed amount (in addition to accrued and unpaid dividends,
     if any) in such event shall be entitled to such greater or
     lesser number of votes which is in the same proportion as
     such different amount shall be to $100.

     E.  Number and Term of Directors and Manner of Election.

         (1)    Except at such times as the holders of
     Cumulative Preferred Shares and/or Cumulative Preference
     Shares shall have voting rights for the election of
     directors, (a) the Board of Directors shall consist of such
     number of persons, not less than seven (7) nor more than
     nine (9), as may be determined by the shareholders from time
     to time at annual meetings thereof (subject to the authority
     of the Board of Directors to increase or decrease the number
     of directors as permitted by law), (b) the term of office of
     each director other than directors elected to fill vacancies
     shall be for the period ending at the third annual meeting
     following his election and until his successor is elected
     and qualified, (c) vacancies in the Board of Directors
     occurring by reason of death, resignation, removal or
     disqualification shall be filled for the unexpired term of
     the director with respect to whom the vacancy occurred by a
     majority of the remaining directors of the Board of
     Directors, although less than a quorum, and (d) vacancies in
     the Board of Directors occurring by reason of newly created
     directorships resulting from an increase in the authorized
     number of directors by action of the Board of Directors as
     permitted by these Articles of Incorporation and the Bylaws
     of the corporation shall be filled by a majority vote of the
     directors serving at the time of such increase, each
     director so elected to a newly created directorship to serve
     for the appropriate term so as to maintain, as near as may
     be, an equal division between the classes of directors. 
     Notwithstanding any other provisions of these Articles of
     Incorporation or the Bylaws of the corporation or the fact
     that a lesser percentage may be specified by law, these
     Articles of Incorporation or the Bylaws of the corporation,
     the affirmative vote of the holders of at least 75% of the
     voting power of the then outstanding Common Shares shall be
     required to amend, alter, adopt any provision inconsistent
     with or repeal this paragraph (1) of Subdivision E of this
     Division IV unless the Board of Directors, if all such
     directors are Continuing Directors, as defined in this
     Article VI, shall unanimously recommend such amendment,
     alteration, adoption or repeal.

         (2)  If at any time the holders of Cumulative Preferred
     Shares and/or Cumulative Preference Shares of the
     corporation shall, under the provisions of paragraph (1) of
     Subdivision B of this Division IV or of paragraph (1) of
     Subdivision C of this Division IV, become entitled to elect
     any directors, then the terms of all incumbent directors
     shall expire at the time of the first annual meeting
     thereafter at which such holders of Cumulative Preferred
     Shares and/or Cumulative Preference Shares are so entitled
     to elect directors.  If at any time the holders of
     Cumulative Preferred Shares of the corporation shall, under
     the provisions of paragraph (2) of Subdivision B of this
     Division IV, become entitled to elect a majority of the
     Board of Directors, the terms of all incumbent directors
     shall expire whenever such majority has been duly elected
     and qualified.  During any period during which the holders
     of Cumulative Preferred Shares and/or Cumulative Preference
     Shares of the corporation shall have voting rights with
     respect to directors under the provisions of this Division
     IV, the Board of Directors shall consist of eleven (11)
     persons and the entire number of persons composing such
     Board shall be elected at each annual or special meeting of
     shareholders for the election of directors and shall serve
     until the next such annual or special meeting or until their
     successors have been elected and qualified, provided,
     however, that whenever the holders of Cumulative Preferred
     Shares and/or Cumulative Preference Shares acquire voting
     rights under paragraph (1) of Subdivision B of this Division
     IV or under paragraph (1) of Subdivision C of this Division
     IV, and exercise such rights at a special meeting called
     therefor, the terms of office of directors theretofore
     elected by the holders of Common Shares will not expire
     until the next annual meeting.  If a vacancy or vacancies in
     the Board of Directors shall exist with respect to a
     director or directors who shall have been elected by the
     holders of either Cumulative Preferred Shares or Cumulative
     Preference Shares, the remaining directors elected by the
     holders of Cumulative Preferred Shares or Cumulative
     Preference Shares, as the case may be, by affirmative vote
     of a majority thereof, or the remaining director so elected
     if there be but one, may elect a successor or successors to
     hold office for the unexpired term of the director or
     directors whose place or places shall be vacant.  Likewise,
     if a vacancy or vacancies shall exist with respect to a
     director or directors who shall have been elected by the
     holders of Common Shares, the remaining directors elected by
     the holders of Common Shares, by affirmative vote of a
     majority thereof, or the remaining director so elected if
     there be but one, may elect a successor or successors to
     hold office for the unexpired term of the director or
     directors whose place or places shall be vacant.

         (3)  Whenever the Cumulative Preferred Shares shall be
     divested of voting powers with respect to the election of
     directors as provided in paragraph (3) of Subdivision B of
     this Division IV, the terms of all incumbent directors,
     other than directors elected by the holders of Cumulative
     Preference Shares pursuant to Subdivision C of this
     Division IV, shall expire upon the election of their
     successors by the holders of the Common Shares at the next
     annual or special meeting of shareholders for the election
     of directors.  A special meeting shall be called for such
     purpose within twenty (20) days after the written request
     therefor signed by the holders of not less than five percent
     (5%) of the Common Shares outstanding, the date of such
     special meeting to be not more than forty (40) days from the
     date of giving of notice thereof.  Upon the election and
     qualification of directors by the holders of Common Shares
     as aforesaid the provisions of paragraph (1) of Subdivision
     E of this Division IV shall again control, unless at that
     time the holders of Cumulative Preference Shares have voting
     rights for the election of directors.

         (4)  Whenever the Cumulative Preference Shares shall be
     divested of voting powers with respect to the election of
     directors as provided in paragraph (2) of Subdivision C of
     this Division IV, the terms of all incumbent directors,
     other than directors elected by the holders of Cumulative
     Preferred Shares pursuant to Subdivision B of this
     Division IV, shall expire on the election of their
     successors by the holders of the Common Shares at the next
     annual or special meeting of shareholders for the election
     of directors.  A special meeting shall be called for such
     purpose within twenty (20) days after the written request
     therefor signed by the holders of not less than five percent
     (5%) of the Common Shares outstanding, the date of such
     special meeting to be not more than forty (40) days from the
     date of giving of notice thereof.  Upon the election and
     qualification of directors by the holders of Common Shares
     as aforesaid, the provisions of paragraph (1) of Subdivision
     E of this Division IV shall again control, unless at that
     time the holders of Cumulative Preferred Shares have voting
     rights for the election of directors.

     F.  Cumulative Voting.  The holders of Common Shares of the
corporation shall have no right to cumulate votes in the election
of directors.  If notice in writing is given by any holder of
Cumulative Preferred Shares or Cumulative Preference Shares to
any officer of the corporation before a meeting for the election
of directors at which such shareholder is entitled to vote, or to
the presiding officer at such meeting at any time before the
election of directors takes place, that he intends to cumulate
his votes in such election, each holder of shares of the class
with respect to which such notice has been given shall have the
right to multiply the number of votes to which he may be entitled
by the number of directors to be elected by the holders of shares
of such class, and he may cast all such votes for one candidate
or distribute them among any two or more candidates.  In such
case, it shall be the duty of the presiding officer, before the
election of directors at the meeting, to announce that all
shareholders of the class with respect to which such notice has
been given shall cumulate their votes.

     G.  Preemptive Rights.  No holder of shares of the
corporation of any class or of any security or obligation
convertible into, or of any warrant, option or right to purchase,
subscribe for or otherwise acquire, shares of any class of the
corporation, whether now or hereafter authorized, shall, as such
holder, have any preemptive or preferential right whatsoever to
purchase, subscribe for or otherwise acquire shares of any class
of the corporation or of any security or obligation convertible
into, or of any warrant, option or right to purchase, subscribe
for or otherwise acquire, shares of any class of the corporation,
whether now or hereafter authorized, other than such rights of
subscription, if any, as the Board of Directors may from time to
time determine.

                                DIVISION V

                      Voting Rights of Common Shares
                 Relating To Certain Business Combinations

     A.  In addition to any other affirmative vote required by
law or these Articles of Incorporation, and except as otherwise
expressly provided in Subdivision B of this Division V,

         1.   any merger or consolidation of the corporation or
     any Subsidiary (as hereinafter defined) with (a) an
     Interested Shareholder (as hereinafter defined) or (b) any
     other corporation (whether or not itself an Interested
     Shareholder) which is, or after such merger or consolidation
     would be, an Affiliate or Associate (as such terms are
     hereinafter defined) of an Interested Shareholder, or

         2.   any sale, lease, exchange, mortgage, pledge, grant
     of a security interest, transfer or other disposition (in
     one transaction or a series of transactions), other than in
     the ordinary course of business, to or with (a) an
     Interested Shareholder or (b) any other person (whether or
     not itself an Interested Shareholder) which is, or after
     such sale, lease, exchange, mortgage, pledge, grant of a
     security interest, transfer or other disposition would be,
     an Affiliate or Associate of an Interested Shareholder,
     directly or indirectly, of all or any Substantial Part (as
     hereinafter defined) of the assets of the corporation
     (including, without limitation, any voting securities of a
     Subsidiary) or any Subsidiary, or both, or

         3.   the issuance or transfer by the corporation or any
     Subsidiary (in one transaction or a series of transactions)
     of any securities (except pursuant to stock dividends, stock
     splits or similar transactions which would not have the
     effect of increasing the proportionate voting power of an
     Interested Shareholder) of the corporation or any
     Subsidiary, or both, to (a) an Interested Shareholder or
     (b) any other person (whether or not itself an Interested
     Shareholder) which is, or after such issuance or transfer
     would be, an Affiliate or Associate of an Interested
     Shareholder, or

         4.   the adoption of any plan or proposal for the
     liquidation or dissolution of the corporation proposed by or
     on behalf of an Interested Shareholder or any Affiliate or
     Associate of an Interested Shareholder, or

         5.   any reclassification of securities (including any
     reverse stock split), or recapitalization of the
     corporation, or any merger or consolidation of the
     corporation with any of its Subsidiaries or any other
     transaction (whether or not with or into or otherwise
     involving an Interested Shareholder) which has the effect,
     directly or indirectly, of increasing the proportionate
     share of the outstanding shares of any class of equity or
     convertible securities of the corporation or any subsidiary
     directly or indirectly beneficially owned by (a) an
     Interested Shareholder or (b) any other person (whether or
     not itself an Interested Shareholder) which is, or after
     such reclassification, recapitalization, merger or
     consolidation or other transaction would be, an Affiliate or
     Associate of an Interested Shareholder, 

shall not be consummated unless such consummation shall have been
approved by the affirmative vote of the holders of at least 75%
of the voting power of the then outstanding Common Shares.  Such
affirmative vote shall be required notwithstanding the fact that
no vote may be required, or that a lesser percentage may be
specified, by law, in these Articles of Incorporation or in any
agreement with any national securities exchange or otherwise.

     B.  The provisions of Subdivision A of this Division V
shall not be applicable to any particular Business Combination
(as hereinafter defined) and such Business Combination shall
require only such affirmative vote as is required by law and any
other provision of these Articles of Incorporation, if the
Business Combination shall have been approved by a majority of
the Continuing Directors (as hereinafter defined) or all of the
following conditions shall have been met:

         1.   The transaction constituting the Business
     Combination shall provide for a consideration to be received
     by all holders of Common Shares in exchange for all their
     Common Shares, and the aggregate amount of the cash and the
     Fair Market Value as of the date of the consummation of the
     Business Combination of consideration other than cash to be
     received per share by holders of Common Shares in such
     Business Combination shall be at least equal to the higher
     of the following:

              (a)  (if applicable) the highest per-share price
         (including any brokerage commissions, transfer taxes
         and soliciting dealers' fees) paid in order to acquire
         any Common Shares beneficially owned by an Interested
         Shareholder (i) within the two-year period immediately
         prior to the Announcement Date (as hereinafter
         defined), (ii) within the two-year period immediately
         prior to the Determination Date (as hereinafter
         defined) or (iii) in the transaction in which it became
         an Interested Shareholder, whichever is highest; or

              (b)  the Fair Market Value per Common Share on the
         Announcement Date or on the Determination Date,
         whichever is higher.

         2.   The consideration to be received by holders of
     Common Shares shall be in cash or in the same form as was
     previously paid in order to acquire the Common Shares that
     are beneficially owned by an Interested Shareholder and, if
     an Interested Shareholder beneficially owns Common Shares
     that were acquired with varying forms of consideration, the
     form of consideration for such Common Shares shall be either
     cash or the form used to acquire the largest number
     beneficially owned by it.  The price determined in
     accordance with paragraph 1 of this Subdivision B shall be
     subject to appropriate adjustment in the event of any
     recapitalization, stock dividend, stock split, combination
     of shares or similar event.

         3.   After such Interested Shareholder has become an
     Interested Shareholder and prior to the consummation of such
     Business Combination:

              (a)  except as approved by a majority of the
         Continuing Directors, there shall have been no failure
         to declare and pay at the regular date therefor the
         full amount of any dividends (whether or not
         cumulative) payable on any outstanding Cumulative
         Preferred Shares or Cumulative Preference Shares;

              (b)  there shall have been (i) no reduction in the
         annual rate of dividends paid on the Common Shares
         (except as necessary to reflect any subdivision of the
         Common Shares) other than as approved by a majority of
         the Continuing Directors and (ii) an increase in such
         annual rate of dividends as necessary to prevent any
         such reduction in the event of any reclassification
         (including any reverse stock split), recapitalization,
         reorganization or any similar transaction which has the
         effect of reducing the number of outstanding Common
         Shares, unless the failure so to increase such annual
         rate is approved by a majority of the Continuing
         Directors; and

              (c)  such Interested Shareholder shall not have
         become the beneficial owner of any additional Common
         Shares except as part of the transaction in which it
         became an Interested Shareholder.

         4.   After such Interested Shareholder has become an
     Interested Shareholder, such Interested Shareholder shall
     not have received the benefit, directly or indirectly
     (except proportionately as a shareholder), of any loans,
     advances, guarantees, pledges or other financial assistance
     or any tax credits or other tax advantages provided by the
     corporation, whether in anticipation of or in connection
     with such Business Combination or otherwise; and

         5.   A proxy or information statement describing the
     proposed Business Combination and complying with the
     requirements of the Securities Exchange Act of 1934 and the
     rules and regulations thereunder (or any subsequent
     provisions replacing such Act, rules or regulations) shall
     be mailed to the shareholders of the corporation, no later
     than the earlier of (a) 30 days prior to any vote on the
     proposed Business Combination or (b) if no vote on such
     Business Combination is required, 60 days prior to the
     consummation of such Business Combination (whether or not
     such proxy or information statement is required to be mailed
     pursuant to such Act or subsequent provisions).  Such proxy
     statement shall contain at the front thereof, in a prominent
     place, any recommendations as to the advisability (or
     inadvisability) of the Business Combination which the
     Continuing Directors, or any of them, may have furnished in
     writing and, if deemed advisable by a majority of the
     Continuing Directors, an opinion of a reputable investment
     banking firm as to the fairness (or lack of fairness) of the
     terms of such Business Combination, from the point of view
     of the holders of the Common Shares other than an Interested
     Shareholder (such investment banking firm to be selected by
     a majority of the Continuing Directors, to be furnished with
     all information it reasonably requests and to be paid a
     reasonable fee for its services upon receipt by the
     corporation of such opinion).

     C.  For the purposes of this Division V:

         1.   "Business Combination" shall mean any transaction
     that is referred to in any one or more of paragraphs 1
     through 5 of Subdivision A of this Division V.

         2.   "Person" shall mean any individual, firm, trust,
     partnership, association, corporation or other entity.

         3.   "Interested Shareholder" shall mean any person
     (other than the corporation or any Subsidiary) who or which:

              (a)  is the beneficial owner, directly or
         indirectly, of more than 10% of the voting power of the
         then outstanding Common Shares; or

              (b)  is an Affiliate of the corporation and at any
         time within the two-year period immediately prior to
         the date in question was the beneficial owner, directly
         or indirectly, of more than 10% of the voting power of
         the then outstanding Common Shares; or

              (c)  is an assignee of or has otherwise succeeded
         to the beneficial ownership of any Common Shares which
         were, at any time within the two-year period
         immediately prior to the date in question, beneficially
         owned by an Interested Shareholder, unless such
         assignment or succession shall have occurred pursuant
         to a Public Transaction (as hereinafter defined) or any
         series of transactions involving a Public Transaction.

     For the purpose of determining whether a person is an
     Interested Shareholder, the number of Common Shares deemed
     to be outstanding shall include shares deemed owned through
     application of paragraph 5 below, but shall not include any
     other Common Shares that may be issuable pursuant to any
     agreement, arrangement or understanding, or upon exercise of
     conversion rights, warrants or options, or otherwise.

         4.   "Public Transaction" shall mean any (a) purchase
     of shares offered pursuant to an effective registration
     statement under the Securities Act of 1933 or (b) open-
     market purchase of shares on a national securities exchange
     or in the over-the-counter market if, in either such case,
     the price and other terms of sale are not negotiated by the
     purchaser and the seller of the beneficial interest in the
     shares.

         5.   A person shall be a "beneficial owner" of any
     Common Shares:

              (a)  which such person or any of its Affiliates or
         Associates beneficially owns, directly or indirectly;
         or

              (b)  which such person or any of its Affiliates or
         Associates has (i) the right to acquire (whether such
         right is exercisable immediately or only after the
         passage of time) pursuant to any agreement, arrangement
         or understanding or upon the exercise of conversion
         rights, exchange rights, warrants or options, or
         otherwise or (ii) the right to vote or to direct the
         voting thereof pursuant to any agreement, arrangement
         or understanding; or

              (c)  which is beneficially owned, directly or
         indirectly, by any other person with which such person
         or any of its Affiliates or Associates has any
         agreement, arrangement or understanding for the purpose
         of acquiring, holding, voting or disposing of any
         Common Shares.

         6.   "Affiliate" and "Associate" shall have the
     respective meanings ascribed to such terms in Rule 12b-2 of
     the General Rules and Regulations under the Securities
     Exchange Act of 1934, as in effect on January 1, 1986.

         7.   "Subsidiary" shall mean any corporation of which a
     majority of any class of equity security (as defined in Rule
     3all-1 of the General Rules and Regulations under the
     Securities Exchange Act of 1934, as in effect on January 1,
     1986) is owned, directly or indirectly, by the corporation;
     provided, however, that, for purposes of the definition of
     Interested Shareholder set forth in paragraph 3, the term
     "Subsidiary" shall mean only a corporation of which a
     majority of each class of equity security is owned, directly
     or indirectly, by the corporation.

         8.   "Continuing Director" shall mean any member of the
     Board of Directors of the corporation who (1) is not an
     Affiliate or Associate of, and not a nominee of, an
     Interested Shareholder having any interest, direct or
     indirect, in the proposed Business Combination and (2) was a
     member of the Board of Directors prior to the time that such
     Interested Shareholder became an Interested Shareholder, and
     any successor of a Continuing Director who is not an
     Affiliate or Associate of, and not a nominee of, such
     Interested Shareholder and is recommended to succeed a
     Continuing Director by a majority of Continuing Directors
     then on the Board of Directors.

         9.   "Announcement Date" shall mean the date of the
     first public announcement of the proposed Business
     Combination.

         10.  "Determination Date" shall mean the date on which
     an Interested Shareholder became an Interested Shareholder.

         11.  "Fair Market Value" shall mean:  (a) in the case
     of stock, the highest closing sale price during the 30-day
     period immediately preceding the date in question of a share
     of such stock on the Composite Tape for New York Stock
     Exchange-Listed Stocks, or, if such stock is not quoted on
     the Composite Tape, on the New York Stock Exchange, or, if
     such stock is not listed on such Exchange, on the principal
     United States securities exchange registered under the
     Securities Exchange Act of 1934 on which such stock is
     listed, or, if such stock is not listed on any such
     exchange, the highest closing bid quotation or last reported
     sale price, whichever is applicable, with respect to a share
     of such stock during the 30-day period preceding the date in
     question on the National Association of Securities Dealers,
     Inc. Automated Quotations System or any system then in use,
     or if no such quotations are available, the fair market
     value on the date in question of a share of such stock as
     determined by a majority of the Continuing Directors in good
     faith; and (b) in the case of property other than cash or
     stock, the fair market value of such property on the date in
     question as determined by a majority of the Continuing
     Directors in good faith.

         12.  "Substantial Part" shall mean more than 30% of the
     fair market value of the total assets of the corporation as
     of the end of its most recent fiscal year ending prior to
     the time the determination is being made.

     D.  A majority of the Continuing Directors shall have the
power and duty to determine for the purposes of this Division V,
on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this
Division V, including, without limitation, (1) whether a person
is an Interested Shareholder, (2) the number of Common Shares
beneficially owned by any person, (3) whether a person is an
Affiliate or Associate of another, (4) whether the assets which
are the subject of any Business Combination constitute a
Substantial Part of the assets of the corporation or the
Subsidiary, or both, (5) whether the requirements of
Subdivision B of this Division V have been met, and (6) such
other matters with respect to which a determination is required
under this Division V.  The good faith determination of a
majority of the Continuing Directors on such matters shall be
conclusive and binding for all purposes of this Division V.

     E.  Nothing contained in this Division V shall be construed
to relieve an Interested Shareholder from any fiduciary
obligation imposed by law.

     F.  Notwithstanding any other provisions of these Articles
of Incorporation or the Bylaws of the corporation or the fact
that a lesser percentage may be specified by law, these Articles
of Incorporation or the Bylaws of the corporation, the
affirmative vote of the holders of at least 75% of the voting
power of the then outstanding Common Shares, shall be required to
amend, alter, adopt any provision inconsistent with or repeal
this Division V unless the Board of Directors, if all such
directors are Continuing Directors, shall unanimously recommend
such amendment, alteration, adoption or repeal.

                                DIVISION VI

                     Provisions Relating to Purchases
                    Of Common Shares Of The Corporation

     A.  Except as otherwise expressly provided in this Division
VI, the corporation may not purchase any Common Shares at a per-
share price in excess of the Fair Market Price (as hereinafter
defined) as of the time of such purchase from a person known by
the corporation to be a Substantial Shareholder (as hereinafter
defined), unless such purchase has been approved by the
affirmative vote of the holders of at least two-thirds (2/3) of
the Common Shares voted thereon held by Disinterested
Shareholders (as hereinafter defined).  Such affirmative vote
shall be required notwithstanding the fact that no vote may be
required or that a lesser percentage may be specified by law, in
these Articles of Incorporation or in any agreement with any
national securities exchange or otherwise.

     B.  The provisions of this Division VI shall not apply to
(1) any purchase pursuant to an offer to purchase which is made
on the same terms and conditions to the holders of all of the
outstanding Common Shares or (2) any open market purchase that
constitutes a Public Transaction (as hereinafter defined).

     C.  For the purposes of this Division VI:

         1.   The terms "Continuing Director," "Person," "Public
     Transaction," "Affiliate" and "Associate" shall have the
     meanings given to them in Division V of this Article VI.

         2.   "Substantial Shareholder" shall mean any person
     (other than any employee benefit plan or trust of the
     corporation or any similar entity) who or which:

              (a)  is the beneficial owner of more than 10% of
         the voting power of the then outstanding Common Shares,
         the acquisition of any shares of which has occurred
         within the two-year period immediately prior to the
         date on which the corporation purchases any such
         shares; or

              (b)  is an assignee of or has otherwise succeeded
         to the beneficial ownership of any Common Shares
         beneficially owned by a Substantial Shareholder, unless
         such assignment or succession shall have occurred
         pursuant to a Public Transaction or any series of
         transactions involving a Public Transaction and, with
         respect to all Common Shares owned by such person, such
         person has been the beneficial owner of any such shares
         for a period of less than two years (including, for
         these purposes, the holding period of the Substantial
         Shareholder from whom such person acquired shares).

     For the purposes of determining whether a person is a
     Substantial Shareholder, the number of Common Shares deemed
     to be outstanding shall include shares deemed owned through
     application of paragraph 5 below, but shall not include any
     other Common Shares which may be issuable pursuant to any
     agreement, arrangement or understanding, or upon exercise of
     conversion rights, warrants or options, or otherwise.

         3.   "Disinterested Shareholders" shall mean those
     holders of Common Shares who are not Substantial
     Shareholders.

         4.   "Fair Market Price" shall mean the highest closing
     sale price on the Composite Tape for New York Stock
     Exchange-Listed Stocks during the 30-day period immediately
     preceding the date in question of a Common Share or, if such
     Common Shares are not quoted on the Composite Tape, on the
     New York Stock Exchange or, if such Common Shares are not
     listed on such Exchange, on the principal United States
     securities exchange registered under the Securities Exchange
     Act of 1934 on which such Common Shares are listed, or, if
     such Common Shares are not listed on any such exchange, the
     highest closing bid quotation with respect to a Common Share
     during the 30-day period preceding the date in question on
     the National Association of Securities Dealers, Inc.
     Automated Quotations System or any system then in use, or,
     if no such quotations are available, the fair market value
     on the date in question of a Common Share, as determined by
     a majority of the Board of Directors in good faith.

         5.   A person shall be a "beneficial owner" of any
     Common Shares:

              (a)  which such person or any of its Affiliates or
         Associates beneficially owns, directly or indirectly;
         or

              (b)  which such person or any of its Affiliates or
         Associates has (i) the right to acquire (whether such
         right is exercisable immediately or only after the
         passage of time) pursuant to any agreement, arrangement
         or understanding or upon the exercise of conversion
         rights, exchange rights, warrants or options, or
         otherwise or (ii) the right to vote or to direct the
         voting thereof pursuant to any agreement, arrangement
         or understanding; or

              (c)  which is beneficially owned, directly or
         indirectly, by any other person with which such person
         or any of its Affiliates or Associates has any
         agreement, arrangement or understanding for the purpose
         of acquiring, holding, voting or disposing of any
         Common Shares.

     
     D.  A majority of the Board of Directors shall have the
power and duty to determine for the purposes of this Division VI,
on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this
Division VI, including without limitation, (1) whether a person
is a Substantial Shareholder, (2) the number of Common Shares
beneficially owned by any person, (3) whether a person is an
Affiliate or Associate of another, (4) whether a price is in
excess of the Fair Market Price, (5) whether a purchase
constitutes a Public Transaction, and (6) such other matters with
respect to which a determination is required under this
Division VI.  The good faith determination of a majority of the
Board of Directors on such matters shall be conclusive and
binding for all purposes of this Division VI.

     E.  Nothing contained in this Division VI shall be
construed to relieve a Substantial Shareholder from any fiduciary
obligation imposed by law.

     F.  Notwithstanding any other provisions of these Articles
of Incorporation or the Bylaws of the corporation or the fact
that a lesser percentage may be specified by law, these Articles
of Incorporation or the Bylaws of the corporation, the
affirmative vote of the holders of at least 75% of voting power
of the then outstanding Common Shares shall be required to amend,
alter, adopt any provision inconsistent with or repeal this
Division VI unless the Board of Directors, if all such directors
are Continuing Directors, shall unanimously recommend such
amendment, alteration, adoption or repeal.

                               ARTICLE VII.

     The Board of Directors of the corporation shall have
authority to accept or reject subscriptions for shares.

                               ARTICLE VIII.

     Except as herein otherwise limited or qualified, the
corporation reserves the right to amend, alter, change or repeal
any of the terms or provisions of these Articles of
Incorporation, all in the manner now or hereafter prescribed by
the laws of the State of Minnesota, and all rights conferred
herein upon officers, directors and shareholders of the
corporation are granted subject to this reservation.

                                ARTICLE IX.

     The Board of Directors shall have the power, to the extent
permitted by law, to adopt, amend or repeal the Bylaws of the
corporation, subject to the power of the shareholders to adopt,
amend or repeal such Bylaws.  Bylaws fixing the number of
directors or their classifications, qualifications, or terms of
office, or prescribing procedures for removing such directors may
be adopted, amended or repealed only by (i) the Board of
Directors, to the extent permitted by law, or (ii) the
affirmative vote of the holders of 75% of the outstanding Common
Shares of the corporation or such lesser percentage of the
outstanding Common Shares as may from time to time be provided in
such Bylaws.

     Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the corporation or the fact that a
lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the corporation, the affirmative
vote of the holders of at least 75% of the voting power of the
then outstanding Common Shares shall be required to amend, alter,
adopt any provision inconsistent with, or repeal this Article IX
unless the Board of Directors, if all such directors are
Continuing Directors, as defined in Article VI of the Articles of
Incorporation, shall unanimously recommend such amendment,
alteration, adoption or repeal.

                                ARTICLE X.

     A director of the corporation shall not be personally liable
to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Sections 302A.559 or 80A.23
of the Minnesota Statutes; (iv) for any transaction from which
the director derived an improper personal benefit; or (v) for any
act or omission occurring prior to the date when this Article X
became effective.

     Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection
of a director of the corporation existing at the time of such
repeal or modification.

                     RESOLUTIONS OF BOARD OF DIRECTORS
                          ESTABLISHING SERIES OF
                        CUMULATIVE PREFERRED SHARES


                     $3.60 Cumulative Preferred Shares

     The Board of Directors of the corporation adopted the
following resolution on August 12, 1946, which was filed with the
Secretary of State of Minnesota on August 13, 1946:

                                Resolution

     Pursuant to authority conferred on the Board of Directors of
Otter Tail Power Company, a Minnesota corporation, by Article VI
of the Articles of Incorporation, as amended, BE IT RESOLVED that
an initial series of Cumulative Preferred Shares be and it hereby
is created as follows:

     A.  The designation of such series shall be "$3.60
Cumulative Preferred Shares," and the number of shares of such
series shall be sixty thousand (60,000);

     B.  The rate of dividends payable on the $3.60 Cumulative
Preferred Shares shall be Three & 60/100 Dollars -- ($3.60) per
annum, payable quarterly on the first days of March, June,
September and December in each year and such dividends shall be
cumulative and accrue in the case of shares issued prior to the
record date for the first dividend thereon from and including
September 1, 1946;

     C.  The $3.60 Cumulative Preferred Shares shall be
redeemable at One Hundred Two & 25/100 dollars -- ($102.25) per
share, together, as provided in said Articles of Incorporation,
with accrued dividends to the redemption date;

     D.  The amount payable on $3.60 Cumulative Preferred
Shares, in the event of any dissolution, liquidation or winding
up of the affairs of the corporation which shall be voluntary,
shall be the sum of One Hundred Two & 25/100 Dollars ($102.25)
per share, and the amount payable on $3.60 Cumulative Preferred
Shares, in the event of any dissolution, liquidation or winding
up of the affairs of the corporation which shall be involuntary,
shall be One Hundred Dollars ($100) per share, together in either
event, as provided in said Articles of Incorporation, with a sum,
in the case of each share, computed at the annual dividend rate
for the $3.60 Cumulative Preferred Shares, from the date on which
dividends on such share become cumulative to and including the
date fixed for such distribution or payment, less the aggregate
amount of all dividends which have theretofore been paid thereon
or which have been declared thereon and for which moneys for
payment have been set apart and remain available for payment.

                     $4.40 Cumulative Preferred Shares

     The Board of Directors of the corporation adopted the
following resolution on March 6, 1950, which was filed with the
Secretary of State of Minnesota on March 8, 1950:

                                Resolution

     Pursuant to authority conferred on the Board of Directors of
Otter Tail Power Company, a Minnesota corporation, by Article VI
of its Articles of Incorporation, as amended, BE IT RESOLVED that
a second series of Cumulative Preferred Shares be and it hereby
is created as follows:

     A.  The designation of such series shall be "$4.40
Cumulative Preferred Shares," and the number of shares of such
series shall be twenty-five thousand (25,000);

     B.  The rate of dividends payable on the $4.40 Cumulative
Preferred Shares shall be $4.40 per share per annum, payable
quarterly on the first days of March, June, September and
December of each year and such dividends shall be cumulative and
accrue in the case of shares issued prior to the record date for
the first dividend thereon from and including March 15, 1950;

     C.  The $4.40 Cumulative Preferred Shares shall be
redeemable at $104 per share if redeemed on or before March 15,
1955; at $103 if redeemed thereafter and on or before March 15,
1960; and at $102 per share if redeemed thereafter, together, as
provided in said Articles of Incorporation, in each instance with
accrued dividends to the redemption date;

     D.  The amount payable on $4.40 Cumulative Preferred Shares
in the event of any dissolution, liquidation or winding up of the
affairs of the corporation which shall be voluntary, shall be the
price at which said shares are at the time redeemable, and the
amount payable on $4.40 Cumulative Preferred Shares in the event
of any dissolution, liquidation or winding up of the affairs of
the Company which shall be involuntary, shall be One Hundred
Dollars ($100.00) per share together in either event as provided
in said Articles of Incorporation, with a sum, in the case of
each share, computed at the annual dividend rate for the $4.40
Cumulative Preferred Shares from the date on which dividends on
such share become cumulative to and including the date fixed for
such distribution or payment, less the aggregate amount of all
dividends which have heretofore been paid thereon or which have
been declared thereon and for which moneys for payment have been
set apart and remain available for payment.

                     $4.65 Cumulative Preferred Shares

     The Board of Directors of the corporation adopted the
following resolution on March 24, 1964, which was filed with the
Secretary of State of Minnesota on March 25, 1964:

                                Resolution

     Pursuant to authority conferred on the Board of Directors of
Otter Tail Power Company, a Minnesota corporation, by Article VI
of its Articles of Incorporation, as amended, BE IT RESOLVED that
a third series of Cumulative Preferred Shares be, and it hereby
is, created as follows:

     A.  The designation of such series shall be "$4.65
Cumulative Preferred Shares," and the number of shares of such
series shall be thirty thousand (30,000);

     B.  The rate of dividends payable on the $4.65 Cumulative
Preferred Shares shall be $4.65 per share per annum, payable
quarterly on the first days of March, June, September and
December of each year, and such dividends shall be cumulative and
accrue in the case of shares issued prior to the record date for
the first dividend thereon from and including the date of
issuance thereof;

     C.  The $4.65 Cumulative Preferred Shares shall be
redeemable at $107.50 per share if redeemed on or before April 1,
1969; at $106.00 per share if redeemed thereafter and on or
before April 1, 1974; at $104.50 per share if redeemed thereafter
and on or before April 1, 1979; at $103.00 per share if redeemed
thereafter and on or before April 1, 1984; and at $101.50 per
share if redeemed thereafter together, as provided in said
Articles of Incorporation, in each instance, with accrued
dividends to the redemption date; and

     D.  The amount payable on $4.65 Cumulative Preferred Shares
in the event of any dissolution, liquidation or winding up of the
affairs of the corporation which shall be voluntary shall be the
price at which said shares are at the time redeemable, and the
amount payable on $4.65 Cumulative Preferred Shares in the event
of any dissolution, liquidation or winding up of the affairs of
the Company which shall be involuntary shall be One Hundred
Dollars ($100.00) per share together in either event as provided
in said Articles of Incorporation, with a sum, in the case of
each share, computed at the annual dividend rate for the $4.65
Cumulative Preferred Shares from the date on which dividends on
such share become cumulative to and including the date fixed for
such distribution or payment, less the aggregate amount of all
dividends which have heretofore been paid thereon or which have
been declared thereon and for which moneys for payment have been
set apart and remain available for payment.

              $9.50 Cumulative Preferred Shares

     The Board of Directors of the corporation adopted the
following resolution on August 9, 1971, which was filed with the
Secretary of State of Minnesota on August 20, 1971:

                                Resolution

     Pursuant to authority conferred on the Board of Directors of
Otter Tail Power Company, a Minnesota corporation, by Article VI
of its Articles of Incorporation, as amended, BE IT RESOLVED that
a fourth series of Cumulative Preferred Shares be, and it hereby
is, created as follows:

     A.  The designation of such series shall be "$9.50
Cumulative Preferred Shares," and the number of shares of such
series shall be forty thousand (40,000);

     B.  The rate of dividends payable on the $9.50 Cumulative
Preferred Shares shall be $9.50 per share per annum, payable
quarterly on the first days of March, June, September and
December of each year, commencing December 1, 1971, and such
dividends shall be cumulative and accrue in the case of shares
issued prior to the record date for the first dividend thereon
from and including the date of issuance thereof;

     C.  The $9.50 Cumulative Preferred Shares shall be
redeemable at $109.50 per share if redeemed before September 1,
1979 and, if redeemed thereafter, at a redemption price which
shall decrease by $0.50 on September 1, 1979 and on each
succeeding September 1 to and including September 1, 1997, on and
after which date the redemption price shall be $100.00 per share,
together, as provided in said Articles of Incorporation, in each
instance, with accrued dividends to the redemption date;
provided, however, that the $9.50 Cumulative Preferred Shares
shall not be redeemable, in whole or in part, prior to
September 1, 1978 as a part of or in contemplation of any
refunding operation including the application, directly or
indirectly, of money borrowed or the proceeds of preferred stock
sold at an interest or dividend cost to the corporation
(calculated in accordance with generally accepted financial
practice) of less than 9 1/2% per annum; and 

     D.  The amount payable on the $9.50 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the corporation which shall be voluntary shall
be the price at which said shares are at the time redeemable, and
the amount payable on the $9.50 Cumulative Preferred Shares in
the event of any dissolution, liquidation or winding up of the
affairs of the corporation which shall be involuntary shall be
One Hundred dollars ($100.00) per share, together, as provided in
said Articles of Incorporation, in either event, with a sum, in
the case of each share, computed at the annual dividend rate for
the $9.50 Cumulative Preferred Shares from the date on which
dividends on such share became cumulative to and including the
date fixed for such distribution or payment, less the aggregate
amount of all dividends which shall have theretofore been paid
thereon or which shall have been declared thereon and for which
moneys for payment shall have been set apart and remain available
for payment.
<PAGE>
        $11.50 Cumulative Preferred Shares  1

     The Board of Directors of the corporation adopted the
following resolution on July 28, 1975, which was filed with the
Secretary of State of Minnesota on July 28, 1975:

                                Resolution

     BE IT FURTHER RESOLVED That, pursuant to authority conferred
on the Board of Directors of Otter Tail Power Company, a
Minnesota corporation, by Article VI of its Articles of
Incorporation, as amended, a fifth series of Cumulative Preferred
Shares be, and it hereby is, created as follows:

     A.  The designation of such series shall be "$11.50
Cumulative Preferred Shares," and the number of shares of such
series shall be one hundred thousand (100,000).

     B.  The rate of dividends payable on the $11.50 Cumulative
Preferred Shares shall be $11.50 per share per annum, payable
quarterly on the first day of March, June, September and December
of each year, commencing September 1, 1975, and such dividends
shall be cumulative and accrue in the case of shares issued prior
to the record date for the first dividend thereon from and
including the date of issuance thereof.

     C.  The $11.50 Cumulative Preferred Shares shall be
redeemable (otherwise than with respect to any redemption
effected through or by the sinking funds hereafter described in
subdivision E below) at $111.50 per share if redeemed before June
1, 1976, and at the following redemption prices per share if
redeemed thereafter:

          If redeemed during the twelve months' period beginning

        Redemption                               Redemption
June 1    Price                   June 1           Price   

 1976    $110.86                   1985           $105.11
 1977    $110.22                   1986           $104.48
 1978    $109.58                   1987           $103.83
 1979    $108.94                   1988           $103.19
 1980    $108.31                   1989           $102.56
 1981    $107.77                   1990           $101.92
 1982    $107.03                   1991           $101.28
 1983    $106.39                   1992           $100.64
 1984    $105.75                   1993           $100.00

together, as provided in said Articles of Incorporation, in each
instance, with accrued dividends to the redemption date;
____________________
     1 The $11.50 Cumulative Preferred Shares were redeemed in
their entirety on March 1, 1986.

provided, however, that, except for redemptions effected through
or by the sinking funds described in subdivision E below, the
$11.50 Cumulative Preferred Shares shall not be redeemable, in
whole or in part, prior to July 15, 1985, as a part of or in
contemplation of any refunding operation including the
application, directly or indirectly, of (i) the proceeds from the
sale of common shares of the Company, or (ii) money borrowed or
the proceeds of preferred or preference shares of the Company
sold at an interest or dividend cost to the Company (calculated
in accordance with generally accepted financial practice) of less
than 11.5% per annum.

     D.  The amount payable on the $11.50 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the Company which shall be voluntary shall be
the price at which said shares are at the time redeemable (as set
forth in subdivision C above), and the amount payable on the
$11.50 Cumulative Preferred Shares in the event of any
dissolution, liquidation or winding up of the affairs of the
Company which shall be involuntary shall be One Hundred Dollars
($100.00) per share, together, as provided in said Articles of
Incorporation, in either event, with a sum, in the case of each
share, computed at the annual dividend rate for the $11.50
Cumulative Preferred Shares from the date on which dividends on
such share became cumulative to and including the date fixed for
such distribution or payment, less the aggregate amount of all
dividends which shall  have theretofore been paid thereon or
which shall have been declared thereon and for which moneys for
payment shall have been set apart and remain available for
payment.

     E.  So long as any of the $11.50 Cumulative Preferred
Shares remain outstanding, after all dividends on all Cumulative
Preferred Shares of all series for all past quarterly dividend
periods and for the current quarterly period shall have been paid
or declared and a sum sufficient for the payment thereof set
apart for payment, the Company shall, as and for a mandatory
sinking fund for the benefit of the $11.50 Cumulative Preferred
Shares, redeem, in the manner and upon the notice and with the
effect provided in Section C of Article VI of said Articles of
Incorporation, on June 1, 1979, and on each succeeding June 1 to
and including June 1, 1993 (each such June 1 being hereinafter
called a "sinking fund redemption date"), 6.50% of the maximum
number of $11.50 Cumulative Preferred Shares which shall
theretofore have been issued, and on June 1, 1994, the balance of
the $11.50 Cumulative Preferred Shares then outstanding (such
required redemptions being hereinafter called the "mandatory
sinking fund requirement").  The price at which the $11.50
Cumulative Preferred Shares shall be redeemed in satisfaction of
the mandatory sinking fund requirement shall be $100.00 per
share, together, as provided in said Articles of Incorporation,
in each instance, with accrued dividends to the redemption date. 
The mandatory sinking fund requirement for the $11.50 Cumulative
Preferred Shares shall be cumulative so that if, in any year, the
Company shall not satisfy in full the sinking fund requirement
for such year, the amount of the deficiency shall be added to the
mandatory sinking fund requirement for succeeding years until the
deficiency shall have been fully satisfied.

     In addition to the mandatory sinking fund requirement of the
immediately preceding paragraph, the Company may, at its option,
redeem, in the manner and upon the notice and with the effect
provided in Section C of Article VI of said Articles of
Incorporation, on any sinking fund redemption date $11.50
Cumulative Preferred Shares not in excess of 6.50% of the maximum
number of $11.50 Cumulative Preferred Shares which shall
theretofore have been issued at the mandatory sinking fund
redemption price hereinbefore specified in this subdivision E. 
The privilege of so redeeming $11.50 Cumulative Preferred Shares
shall not be cumulative and shall not relieve the Company to any
extent from its obligation to redeem shares pursuant to the
mandatory sinking fund requirement.

                     $8.30 Cumulative Preferred Shares

     The Board of Directors of the corporation adopted the
following resolution on March 30, 1977, which was filed with the
Secretary of State of Minnesota on March 30, 1977:

                                Resolution

     BE IT FURTHER RESOLVED That, pursuant to authority conferred
on the Board of Directors of Otter Tail Power Company, a
Minnesota corporation, by Article VI of its Articles of
Incorporation, as amended, a sixth series of Cumulative Preferred
Shares be, and it hereby is, created as follows:

     A.  The designation of such series shall be "$8.30
Cumulative Preferred Shares," and the number of shares of such
series shall be forty-five thousand (45,000).

     B.  The rate of dividends payable on the $8.30 Cumulative
Preferred Shares shall be $8.30 per share per annum, payable
quarterly on the first day of March, June, September and December
of each year, commencing June 1, 1977, and such dividends shall
be cumulative and accrue in the case of shares issued prior to
the record date for the first dividend thereon from and including
the date of issuance thereof.

     C.  The $8.30 Cumulative Preferred Shares shall be
redeemable (otherwise than with respect to any redemption
effected through or by the sinking funds hereafter described in
subdivision E below) at $108.30 per share if redeemed before
March 1, 1978, and at the following redemption prices per share
if redeemed thereafter:

          If redeemed during the twelve months' period beginning

        Redemption                               Redemption
March 1   Price                   March 1          Price   

 1978    $107.95                   1990           $103.80
 1979    $107.61                   1991           $103.46
 1980    $107.26                   1992           $103.11
 1981    $106.92                   1993           $102.77
 1982    $106.57                   1994           $102.42
 1983    $106.23                   1995           $102.08
 1984    $105.88                   1996           $101.73
 1985    $105.53                   1997           $101.38
 1986    $105.19                   1998           $101.04
 1987    $104.84                   1999           $100.69
 1988    $104.50                   2000           $100.35
 1989    $104.15                   2001           $100.00

together, as provided in said Articles of Incorporation, in each
instance, with accrued dividends to the redemption date;
provided, however, that, except for redemptions effected through
or by the sinking funds described in subdivision E below, the
$8.30 Cumulative Preferred Shares shall not be redeemable, in
whole or in part, prior to March 1, 1987 as a part of, or in
contemplation of, any refunding operation including the
application, directly or indirectly, of the proceeds of (i)
indebtedness for money borrowed by the Company or any affiliate
if such indebtedness (a) has an effective interest cost (computed
in accordance with generally accepted financial practice) of less
than 8.30% per annum or (b) has a Weighted Average Life to
Maturity, at the time of such redemption, of less than the
remaining Weighted Average Life to Maturity of the $8.30
Cumulative Preferred Shares or (ii) the issue or sale of
preferred or preference shares of the Company or any affiliate if
such shares have an effective dividend rate (based on the
proceeds to the Company or such affiliate from such issue or sale
net of any discount or commission to underwriters) of less than
8.30% per annum.  The term "Weighted Average Life to Maturity"
shall mean, at any date, the number of years obtained by dividing
the then Remaining Dollar-years of such indebtedness or the $8.30
Cumulative Preferred Shares by the then outstanding principal
amount of such indebtedness or by the product of $100.00 times
the number of $8.30 Cumulative Preferred Shares which are then
outstanding, as the case may be; and for the purpose of this
definition, the term "Remaining Dollar-years" of any indebtedness
or the $8.30 Cumulative Preferred Shares shall mean, at any date,
the total of the products obtained by multiplying (i) the amount
of each then remaining installment, mandatory sinking fund,
serial maturity or other required payment, including payment at
final maturity, in respect thereof by (ii) the number of years
(calculated to the nearest one-twelfth) which will elapse between
such date and the date on which such payment is required to be
made.

     D.  The amount payable on the $8.30 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the Company which shall be voluntary shall be
the price at which said shares are at the time redeemable (as set
forth in subdivision C above), and the amount payable on the
$8.30 Cumulative Preferred Shares in the event of any
dissolution, liquidation or winding up of the affairs of the
Company which shall be involuntary shall be $100.00 per share,
together, as provided in said Articles of Incorporation, in
either event, with a sum, in the case of each share, computed at
the annual dividend rate for the $8.30 Cumulative Preferred
Shares from the date on which dividends on such share became
cumulative to and including the date fixed for such distribution
or payment, less the aggregate amount of all dividends which
shall have theretofore been paid thereon or which shall have been
declared thereon and for which moneys for payment shall have been
set apart and remain available for payment.

     E.  So long as any of the $8.30 Cumulative Preferred Shares
remain outstanding, after all dividends on all Cumulative
Preferred Shares of all series for all past quarterly dividend
periods and for the current quarterly dividend period shall have
been paid or declared and a sum sufficient for the payment
thereof set apart for payment, the Company shall, as and for a
mandatory sinking fund for the benefit of the $8.30 Cumulative
Preferred Shares, redeem, in the manner and upon the notice and
with the effect provided in Section C of Article VI of said
Articles of Incorporation, (i) on March 1, 1983, and on each
succeeding March 1 to and including March 1, 1997, 4% of the
maximum number of $8.30 Cumulative Preferred Shares which shall
theretofore have been issued, (ii) on March 1, 1998, and on each
succeeding March 1 to and including March 1, 2001, 8% of the
maximum number of $8.30 Cumulative Preferred Shares which shall
theretofore have been issued (each March 1 referred to in clause
(i) or (ii) above of this sentence being hereinafter called a
"sinking fund redemption date") and (iii) on March 1, 2002, the
balance of the $8.30 Cumulative Preferred Shares then outstanding
(such required redemptions being hereinafter called the
"mandatory sinking fund requirement").  The price at which the
$8.30 Cumulative Preferred Shares shall be redeemed in
satisfaction of the mandatory sinking fund requirement shall be
$100.00 per share, together, as provided in said Articles of
Incorporation, in each instance, with accrued dividends to the
redemption date.  The mandatory sinking fund requirement for the
$8.30 Cumulative Preferred Shares shall be cumulative so that if,
in any year, the Company shall not satisfy in full the mandatory
sinking fund requirement for such year, the amount of the
deficiency shall be added to the mandatory sinking fund
requirement for succeeding years until the deficiency shall have
been fully satisfied.

     In addition to the mandatory sinking fund requirement, the
Company may, at its option, redeem, in the manner and upon the
notice and with the effect provided in Section C of Article VI of
said Articles of Incorporation, on any sinking fund redemption
date $8.30 Cumulative Preferred Shares in an amount not to exceed
the number of $8.30 Cumulative Preferred Shares which shall be
redeemed on such sinking fund redemption date through the
mandatory sinking fund requirement at the mandatory sinking fund
redemption price hereinbefore specified in this subdivision E. 
The privilege of so redeeming $8.30 Cumulative Preferred Shares
shall not be cumulative and shall not relieve the Company to any
extent from its obligation to redeem shares pursuant to the
mandatory sinking fund requirement.

                    $8.375 Cumulative Preferred Shares

     The Board of directors of the corporation adopted the
following resolution on March 6, 1978, which was filed with the
Secretary of State of Minnesota on March 21, 1978:

                                Resolution

     BE IT FURTHER RESOLVED That, pursuant to authority conferred
on the Board of Directors of Otter Tail Power Company, a
Minnesota corporation, by Article VI of its Articles of
Incorporation, as amended, a seventh series of Cumulative
Preferred Shares be, and it hereby is, created as follows:

     A.  The designation of such series shall be "$8.375
Cumulative Preferred Shares," and the number of shares of such
series shall be one hundred thousand (100,000).

     B.  The rate of dividends payable on the $8.375 Cumulative
Preferred Shares shall be $8.375 per share per annum, payable
quarterly on the first day of March, June, September and December
of each year, commencing June 1, 1978.  Such dividends shall be
cumulative and accrue in the case of each share from and
including the date of original issuance thereof; and the amount
of the dividend for any period of less than a full quarter shall
be computed on the basis of a 360-day year of twelve 30-day
months.

     C.  The $8.375 Cumulative Preferred Shares shall be
redeemable (otherwise than with respect to any redemption
effected through or by the sinking funds hereafter described in
subdivision E below) at $108.375 per share if redeemed on or
before June 1, 1979, and at the following redemption prices per
share if redeemed thereafter:

            If redeemed during the twelve months' period ending

        Redemption                               Redemption
June 1    Price                   June 1           Price   

 1980    $108.026                  1992           $103.839
 1981    $107.677                  1993           $103.490
 1982    $107.329                  1994           $103.141
 1983    $106.979                  1995           $102.792
 1984    $106.630                  1996           $102.443
 1985    $106.281                  1997           $102.094
 1986    $105.932                  1998           $101.745
 1987    $105.583                  1999           $101.396
 1988    $105.234                  2000           $101.047
 1989    $104.886                  2001           $100.698
 1990    $104.537                  2002           $100.349
 1991    $104.188                  2003           $100.000

together, as provided in said Articles of Incorporation, in each
instance, with accrued dividends to the redemption date;
provided, however, that, except for redemptions effected through
or by the sinking funds described in subdivision E below, the
$8.375 Cumulative Preferred Shares shall not be redeemable, in
whole or in part, prior to June 1, 1988 as a part of, or in
contemplation of, any refunding operation including the
application, directly or indirectly, of the proceeds of (i)
indebtedness for money borrowed by the Company or any affiliate
if such indebtedness (a) has an effective interest cost (computed
in accordance with generally accepted financial practice) of less
than 8.375% per annum or (b) has a Weighted Average Life to
Maturity, at the time of such redemption, of less than the
remaining Weighted Average Life to Maturity of the $8.375
Cumulative Preferred Shares or (ii) the issue or sale of shares
of the Company ranking prior to or on a parity with the $8.375
Cumulative Preferred Shares as to dividends or on liquidation if
such shares have an effective dividend rate (based on the
proceeds to the Company from such issue or sale net of any
discount or commission to underwriters) of less than 8.375% per
annum.  The term "Weighted Average Life to Maturity" shall mean,
at any date, the number of years obtained by dividing the then
Remaining Dollar-years of such indebtedness or the $8.375
Cumulative Preferred Shares by the then outstanding principal
amount of such indebtedness or by the product of $100.00 times
the number of $8.375 Cumulative Preferred Shares which are then
outstanding, as the case may be; and for the purpose of this
definition, the term "Remaining Dollar-years" of any indebtedness
or the $8.375 Cumulative Preferred Shares shall mean, at any
date, the total of the products obtained by multiplying (i) the
amount of each then remaining installment, mandatory sinking
fund, serial maturity or other required payment, including
payment at final maturity, in respect thereof by (ii) the number
of years (calculated to the nearest one-twelfth) which will
elapse between such date and the date on which such payment is
required to be made.

     D.  The amount payable on the $8.375 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the Company which shall be voluntary shall be
the price at which said shares are at the time redeemable (as set
forth in subdivision C above), and the amount payable on the
$8.375 Cumulative Preferred Shares in the event of any
dissolution, liquidation or winding up of the affairs of the
Company which shall be involuntary shall be $100.00 per share,
together, as provided in said Articles of Incorporation, in
either event, with a sum, in the case of each share, computed at
the annual dividend rate for the $8.375 Cumulative Preferred
Shares from the date on which dividends on such share became
cumulative to and including the date fixed for such distribution
or payment, less the aggregate amount of all dividends which
shall have theretofore been paid thereon or which shall have been
declared thereon and for which moneys for payment shall have been
set apart and remain available for payment.

     E.  So long as any of the $8.375 Cumulative Preferred
Shares remain outstanding, after all dividends on all Cumulative
Preferred Shares of all series for all past quarterly dividend
periods and for the current quarterly dividend period shall have
been paid or declared and a sum sufficient for the payment
thereof set apart for payment, the Company shall, as and for a
mandatory sinking fund for the benefit of the $8.375 Cumulative
Preferred Shares, redeem, in the manner and upon the notice and
with the effect provided in Section C of Article VI of said
Articles of Incorporation (i) on June 1, 1984, and on each
succeeding June 1 to and including June 1, 1993, 2% of the
maximum number of $8.375 Cumulative Preferred Shares which shall
theretofore have been issued, (ii) on June 1, 1994, and on each
succeeding June 1 to and including June 1, 2002, 6.67% of the
maximum number of $8.375 Cumulative Preferred Shares which shall
theretofore have been issued (each June 1 referred to in clause
(i) or (ii) above of this sentence being hereinafter called a
"sinking fund redemption date") and (iii) on June 1, 2003, the
balance of the $8.375 Cumulative Preferred Shares then
outstanding (such required redemptions being hereinafter called
the "mandatory sinking fund requirement").  The price at which
the $8.375 Cumulative Preferred Shares shall be redeemed in
satisfaction of the mandatory sinking fund requirement shall be
$100.00 per share, together, as provided in said Articles of
Incorporation, in each instance, with accrued dividends to the
redemption date.  The mandatory sinking fund requirement for the
$8.375 Cumulative Preferred Shares shall be cumulative so that
if, in any year, the Company shall not satisfy in full the
mandatory sinking fund requirement for such year, the amount of
the deficiency shall be added to the mandatory sinking fund
requirement for succeeding years until the deficiency shall have
been fully satisfied.

     In addition to the mandatory sinking fund requirement, the
Company may, at its option, redeem, in the manner and upon the
notice and with the effect provided in Section C of Article VI of
said Articles of Incorporation, on any sinking fund redemption
date $8.375 Cumulative Preferred Shares in an amount not to
exceed the number of $8.375 Cumulative Preferred Shares which
shall be redeemed on such sinking fund redemption date through
the mandatory sinking fund requirement at the mandatory sinking
fund redemption price hereinbefore specified in this
subdivision E.  The privilege of so redeeming $8.375 Cumulative
Preferred Shares shall not be cumulative and shall not relieve
the Company to any extent from its obligation to redeem shares
pursuant to the mandatory sinking fund requirement.

                     $8.90 Cumulative Preferred Shares

     The Board of directors of the corporation adopted the
following resolution on July 23, 1979, which was filed with the
Secretary of State of Minnesota on July 26, 1979:

                                Resolution

     BE IT FURTHER RESOLVED That, pursuant to authority conferred
on the Board of Directors of Otter Tail Power Company, a
Minnesota corporation, by Subdivision A of Division I of
Article VI of its Articles of Incorporation, as amended, an
eighth series of Cumulative Preferred Shares be, and it hereby
is, created as follows:

     A.  The designation of such series shall be "$8.90
Cumulative Preferred Shares," and the number of shares of such
series shall be seventy thousand (70,000).

     B.  The rate of dividends payable on the $8.90 Cumulative
Preferred Shares shall be $8.90 per share per annum, payable
quarterly on the first day of March, June, September and December
of each year, commencing September 1, 1979.  Such dividends shall
be cumulative and accrue in the case of each share from and
including the date of original issuance thereof; and the amount
of the dividend for any period of less than a full quarter shall
be computed on the basis of a 360-day year of twelve 30-day
months.

     C.  The $8.90 Cumulative Preferred Shares shall be
redeemable (otherwise than with respect to any redemption
effected through or by the sinking funds hereafter described in
subdivision E below) at $108.90 per share if redeemed on or
before September 1, 1980, and at the following redemption prices
per share if redeemed thereafter:

            If redeemed during the twelve months' period ending

          Redemption                             Redemption
September 1   Price               September 1      Price   

 1981    $108.529                  1993           $104.079
 1982    $108.158                  1994           $103.708
 1983    $107.788                  1995           $103.338
 1984    $107.417                  1996           $102.967
 1985    $107.046                  1997           $102.596
 1986    $106.675                  1998           $102.225
 1987    $106.304                  1999           $101.854
 1988    $105.933                  2000           $101.483
 1989    $105.563                  2001           $101.113
 1990    $105.192                  2002           $100.742
 1991    $104.821                  2003           $100.371
 1992    $104.450                  2004           $100.000

together, as provided in subdivision C of said Division I, in
each instance, with accrued dividends to the redemption date;
provided, however, that, except for redemptions effected through
or by the sinking funds described in subdivision E below, the
$8.90 Cumulative Preferred Shares shall not be redeemable, in
whole or in part, prior to September 1, 1989 as a part of, or in
contemplation of, any refunding operation including the
application, directly or indirectly, of the proceeds of (i)
indebtedness for money borrowed by the Company or any affiliate
if such indebtedness (a) has an effective interest cost (computed
in accordance with generally accepted financial practice) of less
than 8.90% per annum or (b) has a Weighted Average Life to
Maturity, at the time of such redemption, of less than the
remaining Weighted Average Life to Maturity of the $8.90
Cumulative Preferred Shares or (ii) the issue or sale of shares
of the Company ranking prior to the Common Shares of the Company
as to dividends or on liquidation if such shares have an
effective dividend rate (based on the proceeds to the Company
from such issue or sale net of any discount or commission to
underwriters) of less than 8.90% per annum.  The term "Weighted
Average Life to Maturity" shall mean, at any date, the number of
years obtained by dividing the then Remaining Dollar-years of
such indebtedness or the $8.90 Cumulative Preferred Shares by the
then outstanding principal amount of such indebtedness or by the
product of $100.00 times the number of $8.90 Cumulative Preferred
Shares which are then outstanding, as the case may be; and for
the purpose of this definition, the term "Remaining Dollar-years"
of any indebtedness or the $8.90 Cumulative Preferred Shares
shall mean, at any date, the total of the products obtained by
multiplying (i) the amount of each then remaining installment,
mandatory sinking fund, serial maturity or other required
payment, including payment at final maturity, in respect thereof
by (ii) the number of years (calculated to the nearest one-
twelfth) which will elapse between such date and the date on
which such payment is required to be made.

     D.  The amount payable on the $8.90 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the Company which shall be voluntary shall be
the price at which said shares are at the time redeemable (as set
forth in subdivision C above), and the amount payable on the
$8.90 Cumulative Preferred Shares in the event of any
dissolution, liquidation or winding up of the affairs of the
Company which shall be involuntary shall be $100.00 per share,
together, as provided in subdivision E of said Division I, in
either event, with a sum, in the case of each share, computed at
the annual dividend rate for the $8.90 Cumulative Preferred
Shares from the date on which dividends on such share became
cumulative to and including the date fixed for such distribution
or payment, less the aggregate amount of all dividends which
shall have theretofore been paid thereon or which shall have been
declared thereon and for which moneys for payment shall have been
set apart and remain available for payment.

     E.  So long as any of the $8.90 Cumulative Preferred Shares
remain outstanding, after all dividends on all Cumulative
Preferred Shares of all series for all past quarterly dividend
periods and for the current quarterly dividend period shall have
been paid or declared and a sum sufficient for the payment
thereof set apart for payment, the Company shall, as and for a
mandatory sinking fund for the benefit of the $8.90 Cumulative
Preferred Shares, redeem, in the manner and upon the notice and
with the effect provided in subdivision C of said Division I, (i)
on September 1, 1985, and on each succeeding September 1 to and
including September 1, 1994, 2 1/2% of the maximum number of
$8.90 Cumulative Preferred Shares which shall theretofore have
been issued, (ii) on September 1, 1995, and on each succeeding
September 1 to and including September 1, 2003, 7.5% of the
maximum number of $8.90 Cumulative Preferred Shares which shall
theretofore have been issued (each September 1 referred to in
clause (i) or (ii) above of this sentence being hereinafter
called a "sinking fund redemption date") and (iii) on
September 1, 2004, the balance of the $8.90 Cumulative Preferred
Shares then outstanding (such required redemptions being
hereinafter called the "mandatory sinking fund requirement"). 
The price at which the $8.90 Cumulative Preferred Shares shall be
redeemed in satisfaction of the mandatory sinking fund
requirement shall be $100.00 per share, together, as provided in
subdivision C of said Division I, in each instance, with accrued
dividends to the redemption date.  The mandatory sinking fund
requirement for the $8.90 Cumulative Preferred Shares shall be
cumulative so that if, in any year, the Company shall not satisfy
in full the mandatory sinking fund requirement for such year, the
amount of the deficiency shall be added to the mandatory sinking
fund requirement for succeeding years until the deficiency shall
have been fully satisfied.

     In addition to the mandatory sinking fund requirement, the
Company may, at its option, redeem, in the manner and upon the
notice and with the effect provided in subdivision C of said
Division I, on any sinking fund redemption date $8.90 Cumulative
Preferred Shares in an amount not to exceed the number of $8.90
Cumulative Preferred Shares which shall be redeemed on such
sinking fund redemption date through the mandatory sinking fund
requirement at the mandatory sinking fund redemption price
hereinbefore specified in this subdivision E; provided that not
more than 30% of the maximum number of $8.90 Cumulative Preferred
Shares which shall theretofore have been issued may be so
redeemed.  The privilege of so redeeming $8.90 Cumulative
Preferred Shares shall not be cumulative and shall not relieve
the Company to any extent from its obligation to redeem shares
pursuant to the mandatory sinking fund requirement.

<PAGE>
              $11.50 Cumulative Preferred Shares (Series A)  1

     The Board of Directors of the corporation adopted the
following resolution on June 18, 1980, which was filed with the
Secretary of State of Minnesota on June 20, 1980:

                                Resolution

     BE IT FURTHER RESOLVED That, pursuant to authority conferred
on the Board of Directors of Otter Tail Power Company, a
Minnesota corporation, by subdivision A of Division I of
Article VI of its Articles of Incorporation, as amended, a ninth
series of Cumulative Preferred Shares be, and it hereby is,
created as follows:

     A.  The designation of such series shall be "$11.50
Cumulative Preferred Shares (Series A)," and the number of shares
of such series shall be eighty thousand (80,000).

     B.  The rate of dividends payable on the $11.50 Cumulative
Preferred Shares (Series A) shall be $11.50 per share per annum,
payable quarterly on the first day of March, June, September and
December of each year, commencing September 1, 1980.  Such
dividends shall be cumulative and accrue in the case of each
share from and including the date of original issuance thereof;
and the amount of the dividend for any period of less than a full
quarter shall be computed on the basis of a 360-day year of
twelve 30-day months.

     C.  The $11.50 Cumulative Preferred Shares (Series A) shall
be redeemable (otherwise than with respect to any redemption
effected through or by the sinking funds hereafter described in
subdivision E below) at $111.50 per share if redeemed on or
before June 1, 1981, and at the following redemption prices per
share if redeemed thereafter:
                                     
           If redeemed during the twelve months' period ending

        Redemption                               Redemption
June 1    Price                   June 1           Price   

 1982    $111.02                   1994           $105.27
 1983    $110.54                   1995           $104.79
 1984    $110.06                   1996           $104.31
 1985    $109.58                   1997           $103.83
 1986    $109.10                   1998           $103.35
 1987    $108.63                   1999           $102.88
 1988    $108.15                   2000           $102.40
 1989    $107.67                   2001           $101.92
 1990    $107.19                   2002           $101.44
 1991    $106.71                   2003           $100.96
 ________________
     2  The $11.50 Cumulative Preferred Shares (Series A) were
redeemed in their entirety on March 1, 1996

 1992    $106.23                   2004           $100.48
 1993    $105.75                   2005           $100.00

together, as provided in subdivision C of said Division I, in
each instance, with accrued dividends to the redemption date;
provided, however, that, except for redemptions effected through
or by the sinking funds described in subdivision E below, the
$11.50 Cumulative Preferred Shares (Series A) shall not be
redeemable, in whole or in part, prior to June 1, 1990 as a part
of, or in contemplation of, any refunding operation including the
application, directly or indirectly, of the proceeds of (i)
indebtedness for money borrowed by the Company or any affiliate
if such indebtedness (a) has an effective interest cost (computed
in accordance with generally accepted financial practice) of less
than 11.50% per annum or (b) has a Weighted Average Life to
Maturity, at the time of such redemption, of less than the
remaining Weighted Average Life to Maturity of the $11.50
Cumulative Preferred Shares (Series A) or (ii) the issue or sale
of shares of the Company ranking prior to the Common Shares of
the Company as to dividends or on liquidation if such shares have
an effective dividend rate (based on the proceeds to the Company
from such issue or sale net of any discount or commission to
underwriters) of less than 11.50% per annum.  The term "Weighted
Average Life to Maturity" shall mean, at any date, the number of
years obtained by dividing the then Remaining Dollar-years of
such indebtedness or the $11.50 Cumulative Preferred Shares
(Series A) by the then outstanding principal amount of such
indebtedness or by the product of $100.00 times the number of
$11.50 Cumulative Preferred Shares (Series A) which are then
outstanding, as the case may be; and for the purpose of this
definition, the term "Remaining Dollar-years" of any indebtedness
or the $11.50 Cumulative Preferred Shares (Series A) shall mean,
at any date, the total of the products obtained by multiplying
(i) the amount of each then remaining installment, mandatory
sinking fund, serial maturity or other required payment,
including payment at final maturity, in respect thereof by (ii)
the number of years (calculated to the nearest one-twelfth) which
will elapse between such date and the date on which such payment
is required to be made.

     D.  The amount payable on the $11.50 Cumulative Preferred
Shares (Series A) in the event of any dissolution, liquidation or
winding up of the affairs of the Company which shall be voluntary
shall be the price at which said shares are at the time
redeemable (as set forth in subdivision C above), and the amount
payable on the $11.50 Cumulative Preferred Shares (Series A) in
the event of any dissolution, liquidation or winding up of the
affairs of the Company which shall be involuntary shall be
$100.00 per share, together, as provided in Subdivision E of said
Division I, in either event, with a sum, in the case of each
share, computed at the annual dividend rate for the $11.50
Cumulative Preferred Shares (Series A) from the date on which
dividends on such share became cumulative to and including the
date fixed for such distribution or payment, less the aggregate
amount of all dividends which shall have theretofore been paid
thereon or which shall have been declared thereon and for which
moneys for payment shall have been set apart and remain available
for payment.

     E.  So long as any of the $11.50 Cumulative Preferred
Shares (Series A) remain outstanding, after all dividends on all
Cumulative Preferred Shares of all series for all past quarterly
dividend periods and for the current quarterly dividend period
shall have been paid or declared and a sum sufficient for the
payment therof set apart for payment, the Company shall, as and
for a mandatory sinking fund for the benefit of the $11.50
Cumulative Preferred Shares (Series A), redeem, in the manner and
upon the notice and with the effect provided in subdivision C of
said Division I, (i) on June 1, 1986, and on each succeeding
June 1 to and including June 1, 2004 (each such June 1 being
hereinafter called a "sinking fund redemption date"), 5% of the
maximum number of $11.50 Cumulative Preferred Shares (Series A)
which shall theretofore have been issued and (ii) on June 1,
2005, the balance of the $11.50 Cumulative Preferred Shares
(Series A) then outstanding (such required redemptions being
hereinafter called the "mandatory sinking fund requirement"). 
The price at which the $11.50 Cumulative Preferred Shares
(Series A) shall be redeemed in satisfaction of the mandatory
sinking fund requirement shall be $100.00 per share, together, as
provided in subdivision C of said Division I, in each instance,
with accrued dividends to the redemption date.  The mandatory
sinking fund requirement for the $11.50 Cumulative Preferred
Shares (Series A) shall be cumulative so that if, in any year,
the Company shall not satisfy in full the mandatory sinking fund
requirement for such year, the amount of the deficiency shall be
added to the mandatory sinking fund requirement for succeeding
years until the deficiency shall have been fully satisfied.

     In addition to the mandatory sinking fund requirement, the
Company may, at its option, redeem, in the manner and upon the
notice and with the effect provided in subdivision C of said
Division I, on any sinking fund redemption date $11.50 Cumulative
Preferred Shares (Series A) in an amount not to exceed the number
of $11.50 Cumulative Preferred Shares (Series A) which shall be
redeemed on such sinking fund redemption date through the
mandatory sinking fund requirement at the mandatory sinking fund
redemption price hereinbefore specified in this subdivision E;
provided that not more than 25% of the maximum number of $11.50
Cumulative Preferred Shares (Series A) which shall theretofore
have been issued may be so redeemed.  The privilege of so
redeeming $11.50 Cumulative Preferred Shares (Series A) shall not
be cumulative and shall not relieve the Company to any extent
from its obligation to redeem shares pursuant to the mandatory
sinking fund requirement.

                                CERTIFICATE

     The undersigned, D. R. EMMEN and JAY D. MYSTER, do hereby
certify that we are duly elected, qualified and acting as the
Senior Vice President, Finance and Treasurer and the Vice
President, Governmental and Legal and Secretary, respectively, of
Otter Tail Power Company, a Minnesota corporation (the
"Company"), and that the following is a true and correct copy of
a resolution duly adopted at a meeting of the Board of Directors
of the Company duly called and held on April 13, 1992, at which a
quorum was present and acted throughout:

     BE IT RESOLVED That, pursuant to authority conferred on the
Board of Directors of Otter Tail Power Company, a Minnesota
corporation, by subdivision A of Division I of Article VI of its
Articles of Incorporation, as amended, a tenth series of
Cumulative Preferred Shares be, and it hereby is, created as
follows:

     A.  The designation of such series shall be "$9.00
Exchangeable Cumulative Preferred Shares," and the number of
shares of such series shall be fifty-three thousand three hundred
eleven (53,311).

     B.  The rate of dividends payable on the $9.00 Exchangeable
Cumulative Preferred Shares shall be $9.00 per share per annum,
payable quarterly on the first day of March, June, September and
December of each year, commencing on the first day of the first
such month following the date of original issuance of the $9.00
Exchangeable Cumulative Preferred Shares.  Such dividends shall
be cumulative and accrue in the case of each share from and
including the date of original issuance thereof; and the amount
of the dividend for any period of less than a full quarter shall
be computed on the basis of a 360-day year of twelve 30-day
months.

     C.  The $9.00 Exchangeable Cumulative Preferred Shares
shall be redeemable at any time on or after the seventh
anniversary of the date of original issuance thereof at $100.00
per share together, as provided in subdivision C of said
Division I, in each instance, with accrued dividends to the
redemption date; provided, however, that the holder of any $9.00
Exchangeable Cumulative Preferred Shares to be redeemed pursuant
to this Section C shall have the right, at such holder's option,
to exchange any or all of the $9.00 Exchangeable Cumulative
Preferred Shares held by such holder and so to be redeemed into
Common Shares (as defined below) pursuant to, and subject to and
upon compliance with, the provisions of Section E hereof.

     D.  The amount payable on the $9.00 Exchangeable Cumulative
Preferred Shares in the event of any dissolution, liquidation or
winding up of the affairs of the Company, whether voluntary or
involuntary, shall be $100.00 per share, together, as provided in
subdivision E of said Division I, with a sum, in the case of each
share, computed at the annual dividend rate for the $9.00
Exchangeable Cumulative Preferred Shares from the date on which
dividends on such share became cumulative to and including the
date fixed for such distribution or payment, less the aggregate
amount of all dividends which shall have theretofore been paid
thereon or which shall have been declared thereon and for which
moneys for payment shall have been set apart and remain available
for payment.

     E.  (1)  Subject to and upon compliance with the provisions
of this Section E, each holder of $9.00 Exchangeable Cumulative
Preferred Shares shall have the right, at each such holder's
option, at any time on or after the seventh anniversary of the
date of original issuance thereof, to exchange any or all of the
$9.00 Exchangeable Cumulative Preferred Shares held by each such
holder into either (a) cash in the amount of $100.00 per each
$9.00 Exchangeable Cumulative Preferred Share so exchanged,
together, in each instance, with accrued dividends to the
Exchange Date (as defined below), or (b) the number of fully paid
and nonassessable Common Shares obtained by dividing (i) the sum
of (A) the $100.00 liquidation value of a $9.00 Exchangeable
Cumulative Preferred Share and (B) any accrued dividends to the
Exchange Date with respect to the $9.00 Exchangeable Cumulative
Preferred Share to be exchanged, by (ii) the Fair Market Value
(as defined below) of a Common Share, and multiplying such
resulting number by the number of $9.00 Exchangeable Cumulative
Preferred Shares to be so exchanged (rounding such product, for
the purpose of determining the amount of any cash payments
provided for under subsection (3) of this Section E, to the
nearest 1/100 Common Share, with 1/200 of a Common Share being
rounded upward), and in the case of either clause (a) or (b), by
surrender of such $9.00 Exchangeable Cumulative Preferred Shares
to be so exchanged, such surrender to be made in the manner
provided in subsection (2) of this Section E.

     For purposes of this Section E, the term "Common Shares"
shall mean the Common Shares of the Company as the same exists at
the date of original issue of the $9.00 Exchangeable Cumulative
Preferred Shares or as such shares may be constituted from time
to time thereafter.

     For purposes of this Section E, the term "Exchange Date"
shall mean (x), if the $9.00 Exchangeable Cumulative Preferred
Shares are being exchanged for cash, the date which is 10
calendar days after the date such shares have been duly
surrendered to the Registrar or (y), if the $9.00 Exchangeable
Cumulative Preferred Shares are being exchanged for Common
Shares, the date which is 60 Trading Days (as defined below)
after the date such shares have been duly surrendered to the
Registrar, or, in the case of either clause (x) or (y), if such
day is not a business day, the next succeeding business day.

     For purposes of this Section E, the term "Fair Market Value"
with respect to the Common Shares shall mean the average of the
reported last sale prices for the 60 consecutive Trading Days
immediately preceding the relevant Exchange Date.  The reported
last sale price for each Trading Day shall be the reported last
sale price, regular way, or, in case no sale takes place on such
day, the average of the reported closing bid and asked prices,
regular way, in either case as reported on the New York Stock
Exchange Composite Tape or, if the Common Shares are not listed
or admitted to trading on the New York Stock Exchange, in the
principal national securities exchange on which the Common Shares
are listed or admitted to trading or, if not listed or admitted
to trading on any national securities exchange, on the National
Market System of the National Association of Securities Dealers,
Inc. Automated Quotations System ("NASDAQ") or, if the Common
Shares are not quoted on such National Market System, the average
of the closing bid and asked prices on such day in the over-the-
counter market as reported by NASDAQ or, if bid and asked prices
for Common Shares on each such day shall not have been reported
through NASDAQ, the average of the bid and asked prices for such
day as furnished by any New York Stock Exchange member firm
regularly making a market in the Common Shares selected for such
purpose by the Company and if no such quotations are available,
the fair market value of the Common Shares as determined by a New
York Stock Exchange member firm regularly making a market in the
Common Shares selected for such purpose by the Company.

     For purposes of this Section E, the term "Trading Day" means
(x), if the Common Shares are listed or admitted for trading on
the New York Stock Exchange or another national securities
exchange, a day on which the New York Stock Exchange or such
other national securities exchange is open for business or (y),
if the Common Shares are quoted on the National Market System of
NASDAQ, a day on which trades may be made on such National Market
System or (z), otherwise, any day other than a Saturday or Sunday
or a day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to close.

     (2) In order to validly exercise the exchange privilege
pursuant to this Section E, the holder of each $9.00 Exchangeable
Cumulative Preferred Share to be exchanged shall surrender the
certificate representing such share at the office of the
Registrar for the $9.00 Exchangeable Cumulative Preferred Shares
in Fergus Falls, Minnesota, appointed for such purpose by the
Company (which may be the Company), with the Notice of Election
to Exchange on the back of such certificate completed and signed. 
Unless the shares issuable on exchange are to be issued in the
same name as the name in which the share to be exchanged is
registered, each share surrendered for exchange shall be
accompanied by instruments of transfer, in form satisfactory to
the Registrar, duly executed by the holder or the holder's duly
authorized attorney, and by an amount sufficient to pay any
transfer or similar tax.  If the $9.00 Exchangeable Cumulative
Preferred Shares have been called for redemption and are being
surrendered for exchange pursuant to the proviso contained in
Section C hereof, then the certificate representing such shares
must be duly surrendered, as aforesaid, to the Registrar on or
before the twentieth day following the date of the notice of
redemption relating to such shares in order for the exchange
privilege to be validly exercised, and any such shares with
respect to which the exchange privilege is not validly exercised
shall be redeemed on the redemption date.

     On or before the Exchange Date, the Company shall deliver at
the office of the Registrar, for the account of each holder of
$9.00 Exchangeable Cumulative Preferred Shares surrendered for
exchange on such Exchange Date, (i) if such $9.00 Exchangeable
Cumulative Preferred Shares are being exchanged for cash, funds
in the amount provided in clause (a) of subsection (1) of this
Section E, or (ii) if such $9.00 Exchangeable Cumulative
Preferred Shares are being exchanged for Common Shares, a
certificate or certificates for the number of full Common Shares
issuable upon the exchange of such shares in accordance with the
provisions of clause (b) of subsection (1) of this Section E, and
funds for the settlement of any fractional interest in respect of
a Common Share arising upon such exchange as provided in
subsection (3) of this Section E.  At the option of the Company,
the Common Shares so delivered may be newly issued shares,
treasury shares or shares reacquired by or on behalf of the
Company, including shares purchased in the open market at any
time in the sole discretion of the Company.

     Each holder of $9.00 Exchangeable Cumulative Preferred
Shares acknowledges by acceptance thereof that (i) the Common
Shares deliverable upon any exchange of $9.00 Exchangeable
Cumulative Preferred Shares will not be registered under the
Securities Act of 1933, as amended, or any applicable state
securities laws and that any such Common Shares may not be resold
except pursuant to an exemption from such Act and all such
applicable laws or pursuant to registrations thereunder; (ii)
such Common Shares may not be sold, transferred or otherwise
disposed of in any manner without first obtaining (a) an opinion
of counsel reasonably acceptable to the Company, both as to
opinion and as to counsel, that such proposed sale, transfer or
other disposition can lawfully be made without registration
pursuant to the Securities Act of 1933, as then amended, and
applicable state securities laws, or (b) such registrations (it
being expressly understood that the Company shall not have any
obligation to register such securities for such purpose); (iii)
certificates representing such Common Shares may bear a legend
stating that such Common Shares have not been registered under
the Securities Act of 1933, as amended, and applicable state
securities laws and referring to the foregoing restrictions on
transferability of such Common Shares; and (iv) the Company may
place stop transfer orders or notations on the Company's stock
record referring to such restrictions on transferability.

     All Common Shares delivered upon exchange of the $9.00
Exchangeable Cumulative Preferred Shares pursuant to this Section
E will, upon delivery, be duly and validly issued and fully paid
and nonassessable, free of all liens and charges and not subject
to any preemptive rights.

     Each exchange of $9.00 Exchangeable Cumulative Preferred
Shares pursuant to this Section E shall be deemed to have been
effected immediately prior to the close of business on the
Exchange Date.  Until such time on the Exchange Date, any $9.00
Exchangeable Cumulative Preferred Shares which have been
surrendered for exchange with respect to such Exchange Date shall
be treated as outstanding and the person or persons in whose name
or names a certificate for any such shares is registered (or any
prior holder who was the holder of record of such shares on the
relevant record date) shall remain the holder of record for the
purpose of voting such shares and receiving any dividends paid
with respect to such shares prior to such time on the Exchange
Date, notwithstanding that such shares might have been redeemed
on a date prior to the Exchange Date but for the exercise of the
right to exchange such shares pursuant to the proviso contained
in Section C hereof.  At such time on such Exchange Date, the
person or persons in whose name or names any certificate or
certificates for Common Shares shall be deliverable upon such
exchange shall be deemed to have become the holder or holders of
record of the Common Shares represented thereby unless the stock
transfer books of the Company are closed on such date, in which
event such person or persons shall be deemed to have become such
holder or holders of record at the close of business on the next
succeeding day on which such stock transfer books are open.

     (3) In connection with the exchange of any $9.00
Exchangeable Cumulative Preferred Shares for Common Shares
pursuant to this Section E, no fractional Common Share or scrip
representing fractions of a Common Share shall be issued. 
Instead of any fractional interest in a Common Share which would
otherwise be deliverable upon the exchange of $9.00 Exchangeable
Cumulative Preferred Shares, the Company shall pay to the holder
of such $9.00 Exchangeable Cumulative Preferred Shares an amount
in cash (computed to the nearest cent, with one-half cent being
rounded upward) equal to the Fair Market Value of a Common Share
multiplied by the fraction of a Common Share represented by such
fractional interest.

     (4) The number of $9.00 Exchangeable Cumulative Preferred
Shares which may be exchanged pursuant to this Section E in any
twelve-month period shall be limited to a total of 10,662 $9.00
Exchangeable Cumulative Preferred Shares, and the Company shall
have no obligation to exchange any shares surrendered in excess
of that amount; provided, however, that $9.00 Exchangeable
Cumulative Preferred Shares called for redemption and surrendered
for exchange pursuant to the proviso contained in Section C
hereof shall not be subject to the limitation set forth in this
subsection (4) and shall not be counted for purposes of
determining the limitation set forth in this subsection (4) as it
applies to shares otherwise surrendered for exchange.

     (5) On any Exchange Date, the Company shall have no
obligation to exchange for Common Shares, whether pursuant to the
proviso contained in Section C hereof or otherwise, $9.00
Exchangeable Cumulative Preferred Shares held by any holder
unless either (i) the total number of $9.00 Exchangeable
Cumulative Preferred Shares surrendered for exchange by such
holder with respect to such Exchange Date equals or exceeds 500
or (ii) the total number of $9.00 Exchangeable Cumulative
Preferred Shares surrendered for exchange by all holders of $9.00
Exchangeable Cumulative Preferred Shares with respect to such
Exchange Date equals or exceeds 500.

     IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as the Senior Vice President, Finance and Treasurer and the
Vice President, Governmental and Legal and Secretary,
respectively, of Otter Tail Power Company and have affixed the
seal of Otter Tail Power Company this 10th day of August, 1992.

                               D. R. Emmen                   
                               D. R. Emmen
                               Senior Vice President, Finance and
                               Treasurer


                               Jay D. Myster                 
                               Jay D. Myster
                               Vice President, Governmental and
                               Legal and Secretary

[CORPORATE SEAL]


STATE OF MINNESOTA  )
                    ) SS
COUNTY OF OTTER TAIL)

     ON this 10th day of August, 1992 before me a Notary Public
and for said County and State, personally appeared D. R. EMMEN
and JAY D. MYSTER, to me personally known to be the Senior Vice
President, Finance and Treasurer and the Vice President,
Governmental and Legal and Secretary, respectively, of Otter Tail
Power Company, who, being by me duly sworn, did say that they
are, respectively, the Senior Vice President, Finance and
Treasurer and the Vice President, Governmental and Legal and
Secretary of said corporation, and that the seal affixed to the
within certificate is the corporate seal of said corporation, and
that said certificate was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said D.
R. EMMEN and JAY D. MYSTER acknowledged said certificate to be
the free act and deed of said corporation.


                                   Raymond J. Holmgren        

[NOTARIAL SEAL]<PAGE>
                                CERTIFICATE

     The undersigned, D. R. EMMEN and JAY D. MYSTER, do hereby
certify that we are duly elected, qualified and acting as the
Senior Vice President, Finance and Treasurer and the Vice
President, Governmental and Legal and Secretary, respectively, of
Otter Tail Power Company, a Minnesota corporation (the
"Company"), and that the following is a true and correct copy of
a resolution duly adopted by a Written Action of the Pricing
Committee of the Board of Directors of the Company, dated
September 29, 1992, executed by all the members of said Pricing
Committee, duly established by the Board of Directors of the
Company at a meeting thereof duly called and held on February 3,
1992, at which a quorum was present and acted throughout, to act
for the Board of Directors with respect to the matters set forth
in said Written Action:

                                RESOLUTION

     BE IT RESOLVED That, pursuant to authority conferred on the
Board of Directors of Otter Tail Power Company, a Minnesota
corporation, by subdivision A of Division I of Article VI of its
Articles of Incorporation, as amended, an eleventh series of
Cumulative Preferred Shares be, and it hereby is, created as
follows:

     A.  The designation of such series shall be "$6.35
Cumulative Preferred Shares," and the number of shares of such
series shall be one hundred eighty thousand (180,000).

     B.  The rate of dividends payable on the $6.35 Cumulative
Preferred Shares shall be $6.35 per share per annum, payable
quarterly on the first day of March, June, September and December
of each year, commencing December 1, 1992.  Such dividends shall
be cumulative and accrue in the case of each share from and
including the date of original issuance thereof; and the amount
of the dividend for any period of less than a full quarter shall
be computed on the basis of a 360-day year of twelve 30-day
months.

     C.  The $6.35 Cumulative Preferred Shares shall be
redeemable (otherwise than with respect to any redemption
effected through or by the sinking fund hereafter described in
subdivision E below), at the option of the Company, in whole or
in part, at $103.175 per share if redeemed before December 1,
1998, and at the following redemption prices per share if
redeemed thereafter:

     If redeemed during the twelve months' period beginning:

                                               Redemption
     December 1                                  Price  

     1998 . . . . . . . . . . . . . . . . .    $102.540
     1999 . . . . . . . . . . . . . . . . .    $101.905
     2000 . . . . . . . . . . . . . . . . .    $101.270
     2001 . . . . . . . . . . . . . . . . .    $100.635
     2002 and thereafter  . . . . . . . . .    $100.000

together, as provided in subdivision C of said Division I, in
each instance, with accrued dividends to the redemption date;
provided, however, that the $6.35 Cumulative Preferred Shares
shall not be redeemable, in whole or in part, prior to December
1, 1997.

     D.  The amount payable on the $6.35 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the Company which shall be voluntary shall be
$106.350 per share prior to December 1, 1993, and will decrease
by $0.635 per share on December 1, 1993 and on each December 1
thereafter to $100.00 per share on December 1, 2002, and the
amount payable on the $6.35 Cumulative Preferred Shares in the
event of any dissolution, liquidation or winding up of the
affairs of the Company which shall be involuntary shall be
$100.00 per share, together, as provided in subdivision E of said
Division I, in either event, with a sum, in the case of each
share, computed at the annual dividend rate for the $6.35
Cumulative Preferred Shares from the date on which dividends on
such share became cumulative to and including the date fixed for
such distribution or payment, less the aggregate amount of all
dividends which shall have theretofore been paid thereon or which
shall have been declared thereon and for which moneys for payment
shall have been set apart and remain available for payment.

     E.  So long as any of the $6.35 Cumulative Preferred
Shares remain outstanding, after all dividends on all Cumulative
Preferred Shares of all series for all past quarterly dividend
periods and for the current quarterly dividend period shall have
been paid or declared and a sum sufficient for the payment
thereof set apart for payment, the Company shall, as and for a
mandatory sinking fund for the benefit of the $6.35 Cumulative
Preferred Shares, redeem, in the manner and upon the notice and
with the effect provided in subdivision C of said Division I, (i)
on December 1, 2002, and on each succeeding December 1 to and
including December 1, 2006, 5% of the maximum number of $6.35
Cumulative Preferred Shares which shall theretofore have been
issued and (ii) on December 1, 2007, the balance of the $6.35
Cumulative Preferred Shares then outstanding (such required
redemptions being hereinafter called the "mandatory sinking fund
requirement").  The price at which the $6.35 Cumulative Preferred
Shares shall be redeemed in satisfaction of the mandatory sinking
fund requirement shall be $100.00 per share, together, as
provided in subdivision C of said Division I, in each instance,
with accrued dividends to the redemption date.  The mandatory
sinking fund requirement for the $6.35 Cumulative Preferred
Shares shall be cumulative so that if, in any year, the Company
shall not satisfy in full the mandatory sinking fund requirement
for such year, the amount of the deficiency shall be added to the
mandatory sinking fund requirement for succeeding years until the
deficiency shall have been fully satisfied.

     IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as the Senior Vice President, Finance and Treasurer and the
Vice President, Governmental and Legal and Secretary,
respectively, of Otter Tail Power Company and have affixed the
seal of Otter Tail Power Company this 1st day of October, 1992.


                                   D. R. Emmen          
                                   D. R. Emmen
                                   Senior Vice President, Finance
                                   and Treasurer


                                   Jay D. Myster        
                                   Vice President, Governmental
                                   and Legal and Secretary

[CORPORATE SEAL]


STATE OF MINNESOTA  )
                    )SS
COUNTY OF OTTER TAIL)

     On this 1st day of October, 1992, before me a Notary Public
within and for said County and State, personally appeared D. R.
EMMEN and JAY D. MYSTER, to me personally known to be the Senior
Vice President, Finance and Treasurer and the Vice President,
Governmental and Legal and Secretary, respectively, of Otter Tail
Power Company, who, being by me duly sworn, did say that they
are, respectively, the Senior Vice President, Finance and
Treasurer and the Vice President, Governmental and Legal and
Secretary of said corporation, and that the seal affixed to the
within certificate is the corporate seal of said corporation, and
that said certificate was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said D.
R. EMMEN and JAY D. MYSTER acknowledged said certificate to be
the free act and deed of said corporation.


                                       Larry W. Marquard         

[NOTARIAL SEAL]

                                CERTIFICATE

     The undersigned, D. R. EMMEN and JAY D. MYSTER, do hereby
certify that we are duly elected, qualified and acting as the
Senior Vice President, Finance and Treasurer and the Vice
President, Governmental and Legal and Secretary, respectively, of
Otter Tail Power Company, a Minnesota corporation (the
"Company"), and that the following is a true and correct copy of
a resolution duly adopted by a Written Action of the Pricing
Committee of the Board of Directors of the Company, dated October
11, 1993, executed by all the members of said Pricing Committee,
duly established by the Board of Directors of the Company at a
meeting thereof duly called and held on February 3, 1992, at
which a quorum was present and acted throughout, to act for the
Board of Directors with respect to the matters set forth in said
Written Action:

                                RESOLUTION

     BE IT RESOLVED That, pursuant to authority conferred on the
Board of Directors of Otter Tail Power Company, a Minnesota
corporation, by subdivision A of Division I of Article VI of its
Articles of Incorporation, as amended, a twelfth series of
Cumulative Preferred Shares be, and it hereby is, created as
follows:

     A.  The designation of such series shall be "$6.75
Cumulative Preferred Shares," and the number of shares of such
series shall be forty thousand (40,000).

     B.  The rate of dividends payable on the $6.75 Cumulative
Preferred Shares shall be $6.75 per share per annum, payable
quarterly on the first day of March, June, September and December
of each year, commencing December 1, 1993.  Such dividends shall
be cumulative and accrue in the case of each share from and
including the date of original issuance thereof; and the amount
of the dividend for any period of less than a full quarter shall
be computed on the basis of a 360-day year of twelve 30-day
months.

     C.  The $6.75 Cumulative Preferred Shares shall be
redeemable at the option of the Company, in whole or in part, at
$103.375 per share if redeemed before December 1, 2004, and at
the following redemption prices per share if redeemed thereafter:

     If redeemed during the twelve months' period beginning:

                                               Redemption
     December 1                                  Price  

     2004 . . . . . . . . . . . . . . . . .    $103.0375
     2005 . . . . . . . . . . . . . . . . .    $102.7000
     2006 . . . . . . . . . . . . . . . . .    $102.3625
     2007 . . . . . . . . . . . . . . . . .    $102.0250
     2008 . . . . . . . . . . . . . . . . .    $101.6875
     2009 . . . . . . . . . . . . . . . . .    $101.3500
     2010 . . . . . . . . . . . . . . . . .    $101.0125
     2011 . . . . . . . . . . . . . . . . .    $100.6750
     2012 . . . . . . . . . . . . . . . . .    $100.3375
     2013 and thereafter  . . . . . . . . .    $100.0000

together, as provided in subdivision C of said Division I, in
each instance, with accrued dividends to the redemption date;
provided, however, that the $6.75 Cumulative Preferred Shares
shall not be redeemable, in whole or in part, prior to December
1, 2003.

     D.  The amount payable on the $6.75 Cumulative Preferred
Shares in the event of any dissolution, liquidation or winding up
of the affairs of the Company which shall be voluntary shall be
$106.75 per share prior to December 1, 1994, and will decrease by
$0.3375 per share on December 1, 1994 and on each December 1
thereafter to $100.00 per share on December 1, 2013, and the
amount payable on the $6.75 Cumulative Preferred Shares in the
event of any dissolution, liquidation or winding up of the
affairs of the Company which shall be involuntary shall be
$100.00 per share, together, as provided in subdivision E of said
Division I, in either event, with a sum, in the case of each
share, computed at the annual dividend rate for the $6.75
Cumulative Preferred Shares from the date on which dividends on
such share became cumulative to and including the date fixed for
such distribution or payment, less the aggregate amount of all
dividends which shall have theretofore been paid thereon or which
shall have been declared thereon and for which moneys for payment
shall have been set apart and remain available for payment.

          IN WITNESS WHEREOF, the undersigned have hereunto set
their hands as the Senior Vice President, Finance and Treasurer
and the Vice President, Governmental and Legal and Secretary,
respectively, of Otter Tail Power Company and have affixed the
seal of Otter Tail Power Company this 11th day of October, 1993.


                                   D. R. Emmen          
                                   D. R. Emmen
                                   Senior Vice President, Finance
                                   and Treasurer


                                   Jay D. Myster        
                                   Jay D. Myster
                                   Vice President, Governmental
                                   and Legal and
Secretary

[CORPORATE SEAL]


STATE OF MINNESOTA  )
                    )SS
COUNTY OF OTTER TAIL)

     On this 11th day of October, 1993, before me a Notary Public
within and for said County and State, personally appeared D. R.
EMMEN and JAY D. MYSTER, to me personally known to be the Senior
Vice President, Finance and Treasurer and the Vice President,
Governmental and Legal and Secretary, respectively, of Otter Tail
Power Company, who, being by me duly sworn, did say that they
are, respectively, the Senior Vice President, Finance and
Treasurer and the Vice President, Governmental and Legal and
Secretary of said corporation, and that the seal affixed to the
within certificate is the corporate seal of said corporation, and
that said certificate was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and said D.
R. EMMEN and JAY D. MYSTER acknowledged said certificate to be
the free act and deed of said corporation.


                                            Larry W. Marquard


[NOTARIAL SEAL]
                           ARTICLES OF AMENDMENT
                                    OF
                    RESTATED ARTICLES OF INCORPORATION
                                    OF
                         OTTER TAIL POWER COMPANY

1.   The name of the corporation is Otter Tail Power Company, a
     Minnesota corporation.

2.   The following is the full text of the amendment to the
     Restated Articles of Incorporation of Otter Tail Power
     Company:

         BE IT RESOLVED That Article V of the Restated Articles
     of Incorporation of Otter Tail Power Company, a Minnesota
     corporation, as heretofore amended, shall be amended in its
     entirety to read as follows:

                                ARTICLE V.

         The total authorized number of shares of the
     corporation is 27,500,000, divided into three classes;
     namely, 1,500,000 Cumulative Preferred Shares without par
     value (the "Cumulative Preferred Shares"); 1,000,000
     Cumulative Preference Shares without par value (the
     "Cumulative Preference Shares"); and 25,000,000 Common
     Shares of the par value of $5 per share (the "Common
     Shares").  No fractional shares of any class or series shall
     be issued by the corporation.

3.   The amendment was adopted by the shareholders pursuant to
     Section 302A.135 of the Minnesota Business Corporation Act
     on April 11, 1994.

         IN WITNESS WHEREOF, the undersigned, the Vice
President, Governmental and Legal and Secretary of Otter Tail
Power Company, being duly authorized on behalf of Otter Tail
Power Company, has executed this document this 11th day of April,
1994.


                                Jay D. Myster  
                                Jay D. Myster
                                Vice President, Governmental and
                                Legal and Secretary




                   CERTIFICATE OF DESIGNATION
                               OF
         SERIES A JUNIOR PARTICIPATING PREFERRED SHARES
                               OF
                    OTTER TAIL POWER COMPANY



       The undersigned hereby certifies that the Board of Directors
of Otter Tail Power Company (the "Corporation"), a corporation organized
and existing under the Minnesota Business Corporation Act, duly adopted
the following resolution on January 27, 1997:

       RESOLVED, that a series of preferred shares of the
Corporation is hereby created, and the designation and amount thereof
and the relative rights and preferences of the shares of such series,
are as follows:

       Section 1.  Designation and Amount.  The shares of such series
shall be designated as "Series A Junior Participating Preferred Shares"
(the "Preferred Shares") and the number of shares constituting the
Preferred Shares shall be 250,000.  Such number of shares may be
increased or decreased by resolution of the Board of Directors and any
necessary shareholder approval; provided, however, that no decrease
shall reduce the number of Preferred Shares to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the
Corporation convertible into Preferred Shares.

       Section 2.  Dividends and Distributions.

       (a)  Subject to the rights of the holders of any series of
preferred shares (or any similar stock) ranking prior and superior to
the Preferred Shares with respect to dividends, the holders of Preferred
Shares, in preference to the holders of common shares, par value $5.00
per share (the "Common Shares"), of the Corporation, and of any other
junior stock, shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a Preferred
Share or fraction of a Preferred Share, in an amount per share (rounded
to the nearest cent) equal to the greater of (i) $0.01 or (ii) subject
to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions, other than a dividend payable in Common Shares
or a subdivision of the outstanding Common Shares (by reclassification
or otherwise), declared on the Common Shares since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any
Preferred Share or fraction of a Preferred Share.  In the event the
Corporation shall at any time after February 7, 1997, declare or pay any
dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common
Shares (by reclassification or otherwise) into a greater or lesser
number of Common Shares, then in each such case the amount to which
holders of Preferred Shares were entitled immediately prior to such
event under clause (ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the
number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.

       (b)  The Corporation shall declare a dividend or distribution
on the Preferred Shares as provided in paragraph (a) of this Section-
immediately after it declares a dividend or distribution on the Common
Shares (other than a dividend payable in Common Shares or a subdivision
of the outstanding Common Shares); provided that, in the event no
dividend or distribution shall have been declared on the Common Shares
during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $0.01 per
share on the Preferred Shares shall nevertheless be payable, out of
funds legally available for such purpose, on such subsequent Quarterly
Dividend Payment Date.

       (c)  Dividends shall begin to accrue and be cumulative on
outstanding Preferred Shares from their date of issue.  Accrued but
unpaid dividends shall not bear interest.  Dividends paid on the
Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at
the time outstanding.  The Board of Directors may fix a record date for
the determination of holders of Preferred Shares entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the
payment thereof.

       Section 3.  Certain Restrictions.

       (a)  Whenever quarterly dividends or other dividends or
distributions payable on the Preferred Shares as provided in Section2
are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on Preferred Shares
outstanding shall have been paid in full, the Corporation shall not:

       (i)  declare or pay dividends, or make any other
     distributions, on any shares of stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to the
     Preferred Shares;
     
       (ii)  declare or pay dividends, or make any other
     distributions, on any shares of stock ranking on a parity (either
     as to dividends or upon liquidation, dissolution or winding up)
     with the Preferred Shares, except dividends paid ratably on the
     Preferred Shares and all such parity stock on which dividends are
     payable or in arrears in proportion to the total amounts to which
     the holders of all such shares are then entitled;
     
       (iii)  redeem or purchase or otherwise acquire for
     consideration shares of any stock ranking junior (either as to
     dividends or upon liquidation, dissolution or winding up) to the
     Preferred Shares; provided, however, that the Corporation may at
     any time redeem, purchase or otherwise acquire shares of any such
     junior stock in exchange for shares of any stock of the
     Corporation ranking junior (either as to dividends or upon
     dissolution, liquidation or winding up) to the Preferred Shares;
     or
     
       (iv)  redeem or purchase or otherwise acquire for
     consideration any Preferred Shares, or any stock ranking on a
     parity with the Preferred Shares, except in accordance with a
     purchase offer made in writing or by publication (as determined by
     the Board of Directors) to all holders of such shares upon such
     terms as the Board of Directors, after consideration of the
     respective annual dividend rates and other relative rights and
     preferences of the respective series and classes, shall determine
     in good faith will result in fair and equitable treatment among
     the respective series or classes.
     
       (b)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (a) of this Section3, purchase or otherwise acquire such
shares at such time and in such manner.

       Section 4.  Reacquired Shares.  Any Preferred Shares purchased
or otherwise acquired by the Corporation in any manner whatsoever shall
be retired and canceled promptly after the acquisition thereof.  All
such shares shall upon their cancellation become authorized but unissued
shares of preferred stock and may be reissued as part of a new series of
preferred shares subject to the conditions and restrictions on issuance
set forth herein, in the Articles of Incorporation, or in any other
certificate of designation creating a series of preferred stock or any
similar stock or as otherwise required by law.

       Section 5.  Liquidation, Dissolution or Winding Up.  Upon any
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Preferred Shares unless, prior thereto, the holders
of Preferred Shares shall have received the greater of (i) $100 per
share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such
payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of Common Shares, or (2)
to the holders of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Preferred Shares,
except distributions made ratably on the Preferred Shares and all such
parity stock in proportion to the total amounts to which the holders of
all such shares are entitled upon such liquidation, dissolution or
winding up.  In the event the Corporation shall at any time after
February 7, 1997, declare or pay any dividend on the Common Shares
payable in shares of Common Shares, or effect a subdivision or
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common
Shares, then in each such case the aggregate amount to which holders of
shares of Preferred Shares were entitled immediately prior to such event
under clause (1)(ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.

       Section 6.  Consolidation, Merger, etc.  In case the
Corporation shall enter into any consolidation, merger, combination or
other transaction in which the Common Shares are exchanged for or
changed into other stock or securities, cash and/or any other property,
then in any such case each Preferred Share shall at the same time be
similarly exchanged or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged.  In the event the Corporation
shall at any time after February 7, 1997, declare or pay any dividend on
the Common Shares payable in Common Shares, or effect a subdivision or
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common
Shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of Preferred Shares
shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number
of Common Shares that were outstanding immediately prior to such event.

       Section 7.  No Redemption.  The Preferred Shares shall not be
redeemable.

       Section 8.  Rank.  The Preferred Shares shall rank, with
respect to the payment of dividends and the distribution of assets,
junior to all other series of the Corporation's preferred shares.

       Section 9.  Fractional Shares.  Preferred Shares may be issued
in fractions of a share which are integral multiples of one
one-hundredth of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to receive dividends, participate in
distributions and to have the benefit of all other rights of holders of
Preferred Shares.

       Section 11.  Amendment.  The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or rights of the Preferred
Shares so as to affect them adversely without the affirmative vote of
the holders of at least two-thirds of the outstanding Preferred Shares,
voting together as a single class.

       IN WITNESS WHEREOF, I have subscribed my name this 27th day of
January 1997.


                                 OTTER TAIL POWER COMPANY



                                 By  A. E. Anderson____________

                                 Its  Vice President, Finance and Treasurer