<PAGE>



                           CERTIFICATE OF DESIGNATION

                    OF SERIES A PARTICIPATING PREFERRED STOCK

                                       OF

                       LODGENET ENTERTAINMENT CORPORATION




     We, Tim C. Flynn, the Chief Executive Officer, and Eric R. Jacobsen, the
Secretary, of LodgeNet Entertainment Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware, DO HEREBY
CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, the said Board of Directors on
February 28, 1997, adopted the following resolution creating a series of 200,000
shares of Preferred Stock designated as Series A Participating Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of its Certificate of
Incorporation, a series of Preferred Stock of the Corporation be and it hereby
is created, and that the designation and amount thereof and the powers,
preferences and relative, participating, optional and other special rights of
the shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

     1.   DESIGNATION AND AMOUNT.  The shares of such series shall be designated
as "Series A Participating Preferred Stock," par value $.01 per share, and the
number of shares constituting such series shall be 200,000.  Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Participating Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the Corporation.

     2.   DIVIDENDS AND DISTRIBUTIONS.

     (A)  Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the shares of
Series A Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Participating Preferred Stock in preference to the holders of
shares of Common Stock, par value $.01 per share (the "Common Stock"), of the
Corporation and any other junior stock, shall be 

<PAGE>

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 share or fraction of a share of Series A Participating 
Preferred Stock in an amount per share (rounded to the nearest cent) equal to 
the greater of (a) $25.00, or (b) subject to the provision for adjustment 
hereinafter set forth, 1,000 times the aggregate per share amount of all cash 
dividends, and 1,000 times the aggregate per share amount (payable in kind) 
of all non-cash dividends or other distributions other than a dividend 
payable in shares of Common Stock or a subdivision of the outstanding shares 
of Common Stock (by reclassification or otherwise), declared on the Common 
Stock, since the immediately preceding Quarterly Dividend Payment Date, or, 
with respect to the first Quarterly Dividend Payment Date, since the first 
issuance of any share or fraction of a share of Series A Participating 
Preferred Stock.  In the event the Corporation shall at any time after the 
close of business on March 10, 1997 (the "Rights Declaration Date") (i) 
declare any dividend on Common Stock payable in shares of Common Stock, (ii) 
subdivide the outstanding Common Stock, or (iii) combine the outstanding 
Common Stock into a smaller number of shares, by reclassification or 
otherwise, then in each such case the amount to which holders of shares of 
Series A Participating Preferred Stock were entitled immediately prior to 
such event under clause (b) of the preceding sentence shall be adjusted by 
multiplying such amount by a fraction the numerator of which is the number of 
shares of Common Stock outstanding immediately after such event and the 
denominator of which is the number of shares of Common Stock that were 
outstanding immediately prior to such event.

     (B)  The Corporation shall declare a dividend or distribution on the
Series A Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share on
the Series A Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Participating Preferred Stock unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly 


                                      -2-

<PAGE>

Dividend Payment Date or is a date after the record date for the 
determination of holders of shares of Series A Participating Preferred Stock 
entitled to receive a quarterly dividend and before such Quarterly Dividend 
Payment Date in either of which events such dividends shall begin to accrue 
and be cumulative from such Quarterly Dividend Payment Date.  Accrued but 
unpaid dividends shall not bear interest.  Dividends paid on the shares of 
Series A Participating Preferred Stock 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 shares of Series A Participating Preferred Stock 
entitled to receive payment of a dividend or distribution declared thereon, 
which record date shall be no more than 30 days prior to the date fixed for 
the payment thereof.

     3.   VOTING RIGHTS.  The holders of shares of Series A Participating
Preferred Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set
     forth, each share of Series A Participating Preferred Stock shall
     entitle the holder thereof to 1,000 votes on all matters submitted to
     a vote of the stockholders of the Corporation.  In the event the
     Corporation shall at any time after the Rights Declaration Date
     (i) declare any dividend on Common Stock payable in shares of Common
     Stock, (ii) subdivide the outstanding Common Stock into a greater
     number of shares, or (iii) combine the outstanding Common Stock into a
     smaller number of shares, by reclassification or otherwise, then in
     each such case the number of votes per share to which holders of
     shares of Series A Participating Preferred Stock were entitled
     immediately prior to such event shall be adjusted by multiplying such
     number by a fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock
     outstanding immediately prior to such event.

          (B)  Except as otherwise provided herein, in the Certificate of
     Incorporation or by law, the holders of shares of Series A
     Participating Preferred Stock and the holders of shares of Common
     Stock and any other capital stock of the Corporation having general
     voting rights shall vote together as one class on all matters
     submitted to a vote of stockholders of the Corporation.

          (C)  (i)  If at any time dividends on any Series A Participating
     Preferred Stock shall be in arrears in an amount equal to six
     quarterly dividends thereon, the holders of the Series A Participating
     Preferred Stock, 


                                      -3-

<PAGE>

     voting as a separate series from all other series of Preferred Stock and 
     classes of capital stock, shall be entitled to elect two members of the 
     Board of Directors in addition to any Directors elected by any other 
     series, class or classes of securities and the authorized number of 
     Directors will automatically be increased by two.  Promptly thereafter, 
     the Board of Directors of this Corporation shall, as soon as may be 
     practicable, call a special meeting of holders of Series A Participating 
     Preferred Stock for the purpose of electing such members of the Board of 
     Directors.  Said special meeting shall in any event be held within 45 
     days of the occurrence of such arrearage.

          (ii)  During any period when the holders of Series A
     Participating Preferred Stock, voting as a separate series, shall be
     entitled and shall have exercised their right to elect two Directors,
     then and during such time as such right continues (a) the then
     authorized number of Directors shall be increased by two, and the
     holders of Series A Participating Preferred Stock, voting as a
     separate series, shall be entitled to elect the additional Directors
     so provided for, and (b) each such additional Director shall not be a
     member of any existing class of the Board of Directors, but shall
     serve until the next annual meeting of stockholders for the election
     of Directors, or until his or her successor shall be elected and shall
     qualify, or until his or her right to hold such office terminates
     pursuant to the provisions of this Section 3(C).

          (iii)  A Director elected pursuant to the terms hereof may be
     removed with or without cause by the holders of Series A Participating
     Preferred Stock entitled to vote in an election of such Director.

          (iv)  If, during any interval between annual meetings of
     stockholders for the election of Directors and while the holders of
     Series A Participating Preferred Stock shall be entitled to elect two
     Directors, there are fewer than two such Directors in office by reason
     of resignation, death or removal, then, promptly thereafter, the Board
     of Directors shall call a special meeting of the holders of Series A
     Participating Preferred Stock for the purpose of filling such
     vacancy(ies) and such vacancy(ies) shall be filled at such special
     meeting.  Such special meeting shall in any event be held within 45
     days of the occurrence of any such vacancy(ies).

          (v)  At such time as the arrearage is fully cured, and all
     dividends accumulated and unpaid on any shares of Series A
     Participating Preferred Stock outstanding are paid, and, in addition
     thereto, at least one regular 


                                      -4-

<PAGE>

     dividend has been paid subsequent to curing such arrearage, the term of 
     office of any Director elected pursuant to this Section 3(C), or his or 
     her successor, shall automatically terminate, and the authorized number 
     of Directors shall automatically decrease by two, and the rights of the 
     holders of the shares of the Series A Participating Preferred Stock to 
     vote as provided in this Section 3(C) shall cease, subject to renewal 
     from time to time upon the same terms and conditions.

          (D)  Except as set forth herein or as otherwise provided by law,
     holders of Series A Participating Preferred Stock shall have no
     special voting rights and their consent shall not be required (except
     to the extent they are entitled to vote with holders of Common Stock
     and any other capital stock of the Corporation having general voting
     rights as set forth herein) for taking any corporate action.

     4.   CERTAIN RESTRICTIONS.

     (A)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not

          (i)  declare or pay dividends on, make any other distributions
     on, or redeem or purchase or otherwise acquire for consideration any
     shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Participating
     Preferred Stock;

          (ii)  declare or pay dividends on 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 Series A
     Participating Preferred Stock except dividends paid ratably on the
     Series A Participating Preferred Stock 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 on a parity (either as to dividends or
     upon liquidation, dissolution or winding up) with the Series A
     Participating Preferred Stock provided that the Corporation may at any
     time redeem, purchase or otherwise acquire shares of any such parity
     stock in exchange for shares of any stock of the Corporation ranking
     junior (either as to dividends or 


                                      -5-

<PAGE>

     upon dissolution, liquidation or winding up) to the Series A Participating 
     Preferred Stock; or

          (iv)  purchase or otherwise acquire for consideration any shares
     of Series A Participating Preferred Stock or any shares of stock
     ranking on a parity with the Series A Participating Preferred Stock
     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 Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     5.   REACQUIRED SHARES.  Any shares of Series A Participating Preferred
Stock 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 Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

     6.   LIQUIDATION, DISSOLUTION OR WINDING UP.

     (A)  Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Participating Preferred Stock unless, prior thereto,
the holders of shares of Series A Participating Preferred Stock shall have
received per share, the greater of $1,000.00 or 1,000 times the payment made per
share of Common Stock, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment (the
"Series A Liquidation Preference").  Following the payment of the full amount of
the Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Participating Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing
(i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted
as set forth in subparagraph (C) below to reflect such events as stock splits,
stock dividends and 


                                      -6-

<PAGE>

recapitalization with respect to the Common Stock) (such number in clause 
(ii), the "Adjustment Number").  Following the payment of the full amount of 
the Series A Liquidation Preference and the Common Adjustment in respect of 
all outstanding shares of Series A Participating Preferred Stock and Common 
Stock, respectively, holders of Series A Participating Preferred Stock and 
holders of shares of Common Stock shall receive their ratable and 
proportionate share of the remaining assets to be distributed in the ratio of 
the Adjustment Number to 1 with respect to such Preferred Stock and Common 
Stock, on a per share basis, respectively.

     (B)  In the event there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Participating Preferred Stock then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.  In the event there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.

     (C)  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, by reclassification or
otherwise, then in each such case the Adjustment Number in effect immediately
prior to such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.


     7.   CONSOLIDATION, MERGER, ETC.  In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then in any such case the shares of Series A
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 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 share of Common Stock is changed or exchanged. 
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or change of
shares of Series A Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator 


                                      -7-

<PAGE>

of which is the number of shares of Common Stock outstanding immediately 
after such event and the denominator of which is the number of shares of 
Common Stock that are outstanding immediately prior to such event.

     8.   REDEMPTION.  The shares of Series A Participating Preferred Stock
shall not be redeemable.

     9.   RANKING.  The Series A Participating Preferred Stock shall rank junior
to all other series of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

     10.  AMENDMENT.  The Certificate of Incorporation and the By-Laws of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least 66-2/3% of the outstanding shares of
Series A Participating Preferred Stock voting separately as a class.

     11.  FRACTIONAL SHARES.  Series A Participating Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Participating Preferred Stock.

     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury as of the 5th day of
March 1997.


                                           /s/ Tim C. Flynn
                                          -------------------------------------
                                          Tim C. Flynn, Chief Executive Officer


                                          Attest:

                                            /s/ Eric R. Jacobsen
                                          -------------------------------------
                                          Eric R. Jacobsen, Secretary


                                      -8-


<PAGE>

                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 09:01 AM 10/08/1993
                                                         932815155 - 2346943



     THIS PLAN AND AGREEMENT OF MERGER (this "Agreement"), dated October 7, 
1993, entered into by and between LodgeNet Entertainment Corporation, a South 
Dakota corporation ("LEC"), and LNet, Inc., a Delaware corporation ("LNET"), 
said corporations being hereinafter sometimes referred to collectively as the 
"Constituent Corporations,"


                                 WITNESSETH:


     WHEREAS, LEC is a corporation duly organized and existing under the laws 
of the State of South Dakota;

     WHEREAS, LNET is a corporation duly organized and existing under the 
laws of the State of Delaware;

     WHEREAS, on the date of this Agreement, Lec has the authority to issue 
250,000 shares of common stock, par value $0.01 per share ("LEC Common 
Stock"), and 20,000 shares of preferred stock, par value $100 per share ("LEC 
Preferred Stock"), issuable in one or more series, consisting of 15,000 
shares authorized to be issued as Series A Preferred Stock ("LEC Series A") 
and 3,800 shares authorized to be issued as Series B Convertible Preferred 
Stock ("LEC Series B") and 1,200 for which no series as yet has been 
designated, of which 40,972 shares of the LEC Common Stock, and 16,725 shares 
of LEC Preferred Stock, consisting of 12,925 shares of LEC Series A and 3,800 
shares of LEC Series B, are issued and outstanding;

     WHEREAS, on the date of this Agreement, LNET has the authority to issue 
100 shares of common stock, par value $0.01 per share (the "LNET Common 
Stock"), and 100 shares of preferred stock, par value $0.01 per share, of 
which 100 shares of LNET Common Stock are issued and outstanding and owned by 
LEC;

<PAGE>

     WHEREAS, the respective Boards of Directors of the Constituent 
Corporations have determined that it is advisable and in the best interests 
of each such corporation and its stockholders to effect the reincorporation 
of LEC in the State of Delaware by merging LEC into LNET upon the terms and 
conditions herein provided; and

     WHEREAS, the respective Boards of Directors of the Constituent 
Corporations have approved this Agreement and have directed that this 
Agreement be submitted to a vote of their respective stockholders;

     NOW THEREFORE, in consideration of the mutual agreements and covenants 
set forth herein, the Constituent Corporations hereby agree as follows:

     1.  Merger.  LEC and LNET shall be merged into a single corporation in 
accordance with the laws of the States of South Dakota and Delaware by 
merging LEC with and into LNET, with LNET being the corporation surviving the 
merger (the "Merger").  LNET, as such surviving corporation, is hereinafter 
sometimes referred to as the "Surviving Corporation."  This Agreement shall 
be submitted to the stockholders of each of the Constituent Corporations as 
provided by law, and upon the approval or adoption thereof by the 
stockholders of each of the Constituent Corporations in accordance with the 
laws of the States of South Dakota and Delaware, respectively, the Merger 
provided for herein shall become effective (the "Effective Time") upon the 
execution and filing of such documents and the doing of such acts and things 
as shall be required for accomplishing the Merger under the laws of the 
States of South Dakota and Delaware.

     2.  Amendment and Restatement of Certificate of Incorporation of LNET.  
To change the name of the Surviving Corporation to "LodgeNet Entertainment 
Corporation," to increase the authorized shares of stock of the Surviving 
Corporation and to make the other changes set forth therein, the certificate 
of incorporation of LNET is hereby amended and restated to read 


                                      -2-


<PAGE>

as set forth in Exhibit A attached hereto, which is incorporated into this 
Agreement by this reference thereto. The certificate of incorporation of LNET,
as so amended and restated, shall constitute the restated certificate of 
incorporation of the Surviving Corporation until further amended in the manner 
provided by law. The restated certificate of incorporation set forth in said 
Exhibit A attached hereto may be certified separate and apart from this 
Agreement as the restated certificate of incorporation of the Surviving 
Corporation.

      3.  Succession.  At the Effective Time, by virtue of the Merger, LNET 
shall succeed to LEC in the manner of, and as more fully set forth in, Section 
259 of the General Corporation Law of the State of Delaware.

      4.  Stock and Stock Certificates.

          4.1  Stock.  At the Effective Time, by virtue of the Merger:

               (a)  Each share of LEC common stock outstanding immediately 
      prior thereto shall be changed and converted into 21.654 fully paid and 
      nonassessable shares of common stock of the Surviving Corporation, except 
      that no fractional shares of common stock of the Surviving Corporation 
      shall be issued and in lieu thereof the Surviving Corporation shall pay 
      to any holder of LEC common stock who otherwise would be entitled to a 
      fractional share of common stock of the Surviving Corporation as a 
      result of the Merger the cash equivalent of such fractional share, based 
      on an assumed cash value of $11.00 per whole share;

               (b)  Each share of the LEC Series A outstanding immediately 
      prior thereto shall be changed and converted into an entitlement to a 
      cash payment of $1,000 per share, plus all dividends

                                     -3-

<PAGE>

      accrued to the Effective Time but previously unpaid, with such payment 
      to be made by the Surviving Corporation upon delivery to it for 
      cancellation of the certificates for the shares of LEC Series A to be 
      paid for in each case, duly endorsed to the Surviving Corporation;

               (c)  Each share of the LEC Series B outstanding immediately 
      prior thereto shall be changed and converted into 598.33467 fully paid 
      and nonassessable shares of common stock of the Surviving Corporation, 
      except that no fractional shares of common stock of the Surviving 
      Corporation shall be issued and in lieu thereof the Surviving 
      Corporation shall pay to each holder of shares of LEC Series B who 
      otherwise would be entitled to a fractional share of common stock of the 
      Surviving Corporation as a result of the Merger the cash equivalent of 
      such fractional share, based on an assumed cash value of $11.00 per 
      whole share; and

               (d)  Each share of LNET Common Stock outstanding immediately 
      prior thereto shall be canceled and retired and resume the action of 
      subordinated but unissued shares of common stock of the Surviving 
      Corporation, and no shares of common stock of the Surviving Corporation 
      or other securities of, or payment by, the Surviving Corporation shall 
      be issued or made in respect thereof.

          4.2  Stock Certificates.  After the Effective Time, all of the 
outstanding certificates which immediately prior to that time represented 
shares of stock of LEC shall be deemed for all purposes to evidence ownership 
of the class and number of shares of stock of the


                                     -4-



<PAGE>

Surviving Corporation and/or an entitlement to payment into which such shares 
of stock of LEC were changed and converted under the provisions of Section 4.1 
above and the registered owner of any such outstanding stock certificate 
shall, until such certificate shall have been surrendered for transfer or 
cancellation or otherwise accounted for to the Surviving Corporation or its 
transfer agent, have and be entitled to exercise precisely the same rights 
with respect to, and to receive any dividends and other distributions upon, 
the shares of stock of the Surviving Corporation evidenced thereby as such 
owner would if it held certificates issued by the Surviving Corporation to 
represent such shares of stock of the Surviving Corporation.

          5.  Stock Options and Employee Benefit Plans.

              5.1.  Stock Options. At the Effective Time and by virtue of the 
Merger, the Surviving Corporation will assume and continue all of the 
outstanding options to purchase LEC Common Stock granted by LEC prior to the 
date of this Agreement, consisting of the options set forth in Exhibit B 
attached hereto, except that the shares subject to such option shall be 
converted into shares of common stock of the Surviving Corporation as set 
forth in such Exhibit B with the price per share of common stock of the 
Surviving Corporation under such stock options changed to be as set forth in 
such Exhibit B.

              5.2.  Employee Benefit Plans.  At the Effective Time and by 
virtue of the Merger, the Surviving Corporation will assume all obligations 
of LEC under any and all employee benefit plans of LEC in effect immediately 
prior to the Effective Time with respect to which employee rights or accrued 
benefits existed immediately prior to the Effective Time. As of the Effective 
Time, reference to LEC in any and all such plans shall be deemed changed to 
refer to the Surviving Corporation.


                                     -5-

<PAGE>

          6.  Bylaws; Corporate Offices.

              6.1.  Bylaws.  The bylaws of LNET in effect immediately prior to 
the Effective Time shall continue in full force and effect as the bylaws of 
the Surviving Corporation, without change until such bylaws are duly amended 
in accordance with the provisions thereof and applicable law.

              6.2  Directors. The directors of LNET immediately prior to the 
Effective Time shall continue as the directors of the Surviving Corporation 
for terms of office that expire according to the terms of the restated 
certificate of incorporation of the Surviving Corporation and its bylaws.

          6.3.  Officers.  The officers of LNET immediately prior to the 
Effective Time shall continue as the officers of the Surviving Corporation in 
accordance with the provisions of the bylaws of the Corporation.

          7.  General.

              7.1.  Further Assurances.  From time to time, as and when 
required by the Surviving Corporation or by its successors or assigns, there 
shall be executed and delivered on behalf of LEC such deeds and other 
instruments, and there shall be taken or caused to be taken by it such further 
and other action, as shall be appropriate or necessary in order to vest, 
perfect or confirm, of record or otherwise, in the Surviving Corporation the 
title to and possession of all the property, interests, assets, rights, 
privileges, immunities, powers, franchises, and authority of LEC and otherwise 
to carry out the purposes of this Agreement, and the officers and directors of 
the Surviving Corporation are fully authorized in the name and on behalf of 
LEC or otherwise to take any and all such action and to execute and deliver 
any and all such deeds and other instruments.

              7.2.  Amendment.  At any time before approval hereof by the 
stockholders of either of the Constituent Corporations, this Agreement may be 
amended, modified or


                                     -6-

<PAGE>


supplemented by written agreement of the parties thereto in any manner as may 
be determined in the judgment of the respective Boards of Directors of LNET 
and LEC to be necessary, desirable or expedient in order to clarify the 
intention of the parties hereto or to effect or facilitate the purpose and 
intent of this Agreement; provided, however, that this Agreement may be 
amended, modified or supplemented after it has been approved by the 
stockholders of the Constituent Corporations only to the extent permitted by 
South Dakota law and by Delaware law.

     7.3.  Abandonment.  At any time before the Effective Time, this 
Agreement may be terminated and the Merger may be abandoned by the majority 
vote of the entire Board of Directors of either LEC or LNET, or both, 
notwithstanding the approval of this Agreement by the stockholders of each 
such corporation, if circumstances arise which, in the judgment of the Board 
of Directors of either corporation, make such abandonment in the best 
interest of either corporation and its stockholders.

     7.4.  Governing Law.  This Agreement shall in all respects be construed, 
interpreted and enforced in accordance with and governed by the laws of the 
State of Delaware and, so far as applicable, the merger provisions of the 
South Dakota Business Corporation Act.

     7.5.  Counterparts.  In order to facilitate the filing and recording of 
this Agreement, the same may be executed in any number of counterparts, each 
of which shall be deemed to be an original.


                                      -7-

<PAGE>


     IN WITNESS WHEREOF, this Agreement, having first been duly approved by 
resolution duly adopted by the Boards of Directors of LEC and LNET, is hereby 
executed on behalf of each such corporation by their respective officers 
thereunto duly authorized.


                                        LODGENET ENTERTAINMENT CORPORATION
   
                                        By /s/ STEPHEN D. TRUCKENMILLER
                                          --------------------------------
    
                                        Its  Vice President
                                           -------------------------------

(Corporate Seal)

ATTEST:

/s/ JAMES T. NICHOLS
-------------------------------------
James T. Nichols, Assistant Secretary


                                        LNET, INC.
   
                                        By /s/ STEVEN D. TRUCKENMILLER
                                          --------------------------------
    
                                        Its  Vice President
                                           -------------------------------

(Corporate Seal)

ATTEST:

/s/ JAMES T. NICHOLS
-------------------------------------
James T. Nichols, Assistant Secretary




                                      -8-


<PAGE>
                                      
                    CERTIFICATE OF ASSISTANT SECRETARY OF 
                     LODGENET ENTERTAINMENT CORPORATION   

     The undersigned, being the Assistant Secretary of LodgeNet Entertainment 
Corporation, does hereby certify that the holders of all of the outstanding 
stock of said corporation dispensed with a meeting and vote of stockholders, 
and all of the stockholders entitled to vote consented in writing, pursuant 
to the provisions of Section 228 of the General Corporation Law of the State 
of Delaware, to the adoption of the foregoing Plan and Agreement of Merger.

Dated October 7, 1993.

                                               /s/  JAMES T. NICHOLS          
                                        ------------------------------------- 
                                        James T. Nichols, Assistant Secretary 
                                        of LodgeNet Entertainment Corporation 


















                                     -9- 
<PAGE>
                                       
                    CERTIFICATE OF ASSISTANT SECRETARY OF 
                                  LNET, INC.

     The undersigned, being the Assistant Secretary of LNet, Inc., does hereby 
certify that the sole stockholder of said corporation dispensed with a meeting 
and vote of the sole stockholder, and the sole stockholder consented in writing,
pursuant to the provisions of Section 228 of the General Corporation Law of the 
State of Delaware, to the adoption of the foregoing Plan and Agreement of 
Merger.

Dated October 7, 1993.

                                               /s/  JAMES T. NICHOLS          
                                        ------------------------------------- 
                                        James T. Nichols, Assistant Secretary 
                                        of LNet, Inc. 



















                                     -10- 
<PAGE>

                                                                      EXHIBIT A


                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   LNET, INC.


     LNet, Inc., a corporation organized and existing under the laws of the 
State of Delaware (the "Corporation"), hereby certifies as follows:

     1.  The present name of the Corporation is LNet, Inc.

     2.  The date of filing the Corporation's original Certificate of 
Incorporation with the Secretary of State of the State of Delaware is August 
10, 1993.

     3.  The text of the Certificate of Incorporation of the Corporation is 
hereby amended and restated to read as follows:

          FIRST.  The name of the corporation is LodgeNet Entertainment 
     Corporation (the "Corporation").

          SECOND.  The address of the Corporation's registered office in the 
     State of Delaware is 1209 Orange Street, in the City of Wilmington, 
     County of New Castle.  The name of its registered agent at such address 
     is The Corporation Trust Company.

          THIRD.  The purpose of the Corporation is to engage in any lawful 
     act or activity for which corporations may be organized under the 
     General Corporation Law of the State of Delaware ("DGCL").

          FOURTH.  The total number of shares of stock which the Corporation 
     shall have authority to issue is 25,000,000 of which 20,000,000 shall be 
     common stock, par value $0.01 per share (the "Common Stock"), and 
     5,000,000 shall be preferred stock, par value $0.01 per share (the 
     "Preferred Stock").  The Preferred Stock may be issued from time to time 
     in one or more series, each of which (a) shall consist of such number of 
     shares and shall have such distinctive serial designation; (b) may have 
     such voting powers, full or limited, or may be without voting powers; 
     (c) may be subject to redemption at such time or times and at such 
     prices; (d) may be entitled to receive dividends (which may be cumulative 
     or noncumulative) at such rate or rates, on such conditions, and at such 
     times, and payable in preference or in such relation to the dividends 
     payable on any other class or classes or series of stock; (e) may have 
     such rights upon the dissolution, or upon any distribution of the assets,
     of the Corporation; (f) may be made convertible into, or exchangeable 
     for, shares of any other class or classes or of any other series of the 
     same or any other class or classes of stock of the Corporation, at such 
     price or prices or at such rates of exchange and with such adjustments; 
     and (g) shall have such other relative, participating, optional or other 
     special rights, qualifications, limitations and/or restrictions thereof, 
     all as shall be stated and expressed in the resolution or 


<PAGE>

     resolutions providing for the issue of the particular series of such 
     Preferred Stock from time to time adopted by the Board of Directors of 
     the Corporation pursuant to authority so to do which is hereby vested in 
     such Board.

          The Common Stock shall entitle the holders thereof to one vote per 
     share on each proposition submitted to such holders for their vote 
     thereon.

          The number of authorized shares of any class of stock of the 
     Corporation, including without limitation the Preferred Stock and the 
     Common Stock, may be increased or decreased by the affirmative vote of 
     the holders of a majority of all of the stock of the Corporation 
     entitled to vote, without regard to class.

          FIFTH. A.  The business and affairs of the Corporation shall be 
     managed by or under the direction of the Board of Directors (the 
     "Board").

                 B.  The Board shall consist of not less than three nor more 
     than nine directors, with the exact number of directors to be fixed from 
     time to time by or in the manner provided in the Corporation's bylaws.

                 C.  The Board shall be divided into three classes of 
     directors, as nearly equal in number as possible, with the term of 
     office of directors in the first class to expire at the annual election 
     of directors of the Corporation in 1994, the term of office of directors 
     of the second class to expire at the annual election of directors of the 
     Corporation in 1995 and the term of office of directors of the third 
     class to expire at the annual election of directors of the Corporation 
     in 1996.  At each annual election of directors of the Corporation, 
     directors chosen to succeed those whose terms then expire shall be 
     elected for a term of office expiring at the third succeeding annual 
     election of directors of the Corporation occurring after their election. 
     Notwithstanding the foregoing provisions of this Paragraph C, each 
     director of the Corporation shall serve until his or her successor is 
     duly elected and qualified or until his or her earlier death, 
     resignation or removal.

                 D.  In the event of any increase or decrease in the 
     authorized number of directors, the newly created or eliminated 
     directorships resulting from such increase or decrease shall be 
     apportioned by the Board among the three classes of directors so as to 
     maintain such classes as nearly equal in number as possible.  No 
     decrease in the number of directors constituting the Board shall shorten 
     the term of any incumbent director.

                 E.  Stockholders of the Corporation may effect the removal 
     of a director from the Board only for cause.

                 F.  Notwithstanding the foregoing, whenever the holders of 
     any one or more series of capital stock issued by the Corporation having 
     a preference over the Common Stock as to dividends or upon liquidation 
     shall have the right, voting separately by class or series, to elect 
     directors at an annual or special meeting of stockholders, the election, 
     term of office, filling of vacancies, terms of removal and other 
     features of such directorships shall be governed by the resolution or 


                                       2

<PAGE>

          resolutions establishing such series adopted pursuant to Article 
          FOURTH and such directors so elected shall not be divided into 
          classes pursuant to this Article FIFTH or counted in the limits on 
          the number of directors of the Corporation set forth in this Article 
          FIFTH, unless expressly so provided by such resolution or 
          resolutions.

                   G.  Advance notice of nominations for the election of 
          directors and advance notice of other proposals for stockholder 
          action shall be given in the manner set forth in the bylaws of the 
          Corporation.

              SIXTH.  In furtherance and not in limitation of the powers 
          conferred by statute, the Board is expressly authorized:

                   A.  To adopt, alter, amend and repeal the bylaws of the 
          Corporation (except insofar as the bylaws of the Corporation adopted 
          by the stockholders of the Corporation shall otherwise provide); and

                   B.  To provide for the indemnification of directors, 
          officers, employees and agents of the Corporation, and of persons 
          who serve other enterprises in such or similar capacities at the 
          request of the Corporation, in a manner and to the extent permitted 
          by the DGCL or any other applicable law, as may from time to time be 
          in effect.

              SEVENTH.  A director of the Corporation shall not be personally 
          liable to the Corporation or its stockholders for monetary damages 
          for breach of fiduciary duty as a director, except that this 
          provision does not eliminate or limit the liability of a director 
          (a) for any breach of the director's duty of loyalty to the 
          Corporation or its stockholders, (b) for acts or conclusions not in 
          good faith or which involve intentional misconduct or a knowing 
          violation of law, (c) under Section 174 of the DGCL, or (d) for any 
          transaction from which the director derived any improper personal 
          benefit. If the DGCL is amended at any time to further eliminate or 
          limit, or to authorize further elimination or limitation of, the 
          personal liability of directors, then the personal liability of a 
          director to the Corporation or its stockholders shall be eliminated 
          or limited to the full extent permitted by the DGCL, as so amended. 
          Any repeal or modification of this Article SEVENTH shall not 
          adversely affect any right or protection of a director of the 
          Corporation existing at the time of such repeal or modification.

              EIGHTH.  Elections of directors of the Corporation need not be by
          written ballot unless the bylaws of the Corporation shall so provide.

              NINTH.  Any action required or permitted to be taken by the 
          holders of Common Stock of the Corporation must be taken at a duly 
          called annual or special meeting of such holders and may not be 
          taken by written consent of such holders.

              TENTH.  The Corporation expressly elects to be governed by 
          Section 203 of the DGCL.

                                     3

<PAGE>

              ELEVENTH.  Whenever a compromise or arrangement is proposed 
          between the Corporation and its creditors or any class of them 
          and/or between the Corporation and its stockholders or any class of 
          them, any court of equitable jurisdiction within the State of 
          Delaware may, on the application in a summary way of the Corporation 
          or of any creditor or stockholder thereof or on the application of 
          any receiver or receivers appointed for the Corporation under the 
          provisions of Section 219 of Title 8 of the Delaware Code or on the 
          application of trustees in dissolution or of any receiver or 
          receivers appointed for the Corporation under the provisions of 
          Section 279 of Title 8 of the Delaware Code, order a meeting of the 
          creditors or class of creditors and/or of the stockholders or class 
          of stockholders of the Corporation, as the case may be, to be 
          summoned in such manner as the said court directs. If a majority in 
          number representing three-fourths in value of the creditors or 
          class of creditors, and/or of the stockholders or class of 
          stockholders of the Corporation, as the case may be, agree to any 
          compromise or arrangement and to any reorganization of the 
          Corporation as consequence of such compromise or arrangement, the 
          said compromise or arrangement and the said reorganization shall, if 
          sanctioned by the court to which the said application has been 
          made, be binding on all the creditors or class of creditors, and/or 
          on all the stockholders or class of stockholders, of the 
          Corporation, as the case may be, and also on the Corporation.

              TWELFTH.  The Corporation reserves the right to amend its 
          Certificate of Incorporation, and to thereby change or repeal any 
          provision therein contained from time to time, in the manner 
          prescribed at the time by statute, and all rights conferred upon 
          stockholders by such Certificate of Incorporation are granted 
          subject to this reservation, except that any amendment or repeal of 
          Article NINTH of this Certificate of Incorporation, or of this 
          Article, shall require the affirmative vote of the holders of at 
          least 80% of the then outstanding voting stock of the Corporation.

                                    -  -  -  -

          4.  This Restated Certificate of Incorporation was duly adopted in 
accordance with the provisions of sections 242 & 245 of the General Corporation 
Law of the State of Delaware.

          IN WITNESS WHEREOF, said              LNET, INC.                has 
     caused this Restated Certificate of Incorporation to be signed by Steven 
     Truckenmiller, its Vice President, and its corporate seal to be hereunto 
     affixed and attested by James T. Nichols, its Assistant Secretary, this 
     7th day of October, 1993.

                                       LNET, INC.

[Corporate Seal]
   
                                       By  /s/ Steven D. Truckenmiller
                                         -----------------------------------
                                              Vice President
    
By  /s/ James T. Nichols
  -------------------------------
    Assistant Secretary


                                      4