-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgK5o7FjD08bctySJ5gpucmIbQCyyd8mZm31iqQZe7X5vEluZr/9MEqmnv8uVlsN 4HXBuvUcMvjjzwwKiUc5Sg== 0000065984-96-000074.txt : 19960507 0000065984-96-000074.hdr.sgml : 19960507 ACCESSION NUMBER: 0000065984-96-000074 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960506 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 135550175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11299 FILM NUMBER: 96556802 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS POWER & LIGHT CO CENTRAL INDEX KEY: 0000007323 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 710005900 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10764 FILM NUMBER: 96556803 BUSINESS ADDRESS: STREET 1: PO BOX 551 STREET 2: 40TH FLOOR CITY: LITTLE ROCK STATE: AR ZIP: 72203 BUSINESS PHONE: 5013774000 MAIL ADDRESS: STREET 1: P O BOX 551 CITY: LITTLE ROCK STATE: AR ZIP: 72203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF STATES UTILITIES CO CENTRAL INDEX KEY: 0000044570 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740662730 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20371 FILM NUMBER: 96556804 BUSINESS ADDRESS: STREET 1: 350 PINE ST CITY: BEAUMONT STATE: TX ZIP: 77701 BUSINESS PHONE: 4098386631 MAIL ADDRESS: STREET 1: 350 PINE ST CITY: BEAUMONT STATE: TX ZIP: 77701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUISIANA POWER & LIGHT CO /LA/ CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08474 FILM NUMBER: 96556805 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI POWER & LIGHT CO CENTRAL INDEX KEY: 0000066901 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 640205830 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00320 FILM NUMBER: 96556806 BUSINESS ADDRESS: STREET 1: PO BOX 1640 CITY: JACKSON STATE: MS ZIP: 39215-1640 BUSINESS PHONE: 6019692311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ORLEANS PUBLIC SERVICE INC CENTRAL INDEX KEY: 0000071508 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 720273040 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05807 FILM NUMBER: 96556807 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0000202584 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720752777 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09067 FILM NUMBER: 96556808 BUSINESS ADDRESS: STREET 1: ECHELON ONE STREET 2: 1340 ECHELON PKWY CITY: JACKSON STATE: MS ZIP: 39213 BUSINESS PHONE: 6019849000 MAIL ADDRESS: STREET 1: PO BOX 31995 CITY: JACKSON STATE: MS ZIP: 39286-1995 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH ENERGY INC DATE OF NAME CHANGE: 19860803 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 1996 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to _________ Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address of Principal Executive Identification No. Offices and Telephone Number 1-11299 ENTERGY CORPORATION 72-1229752 (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 1-10764 ENTERGY ARKANSAS, INC. 71-0005900 (an Arkansas corporation) 425 West Capitol Avenue, 40th Floor Little Rock, Arkansas 72201 Telephone (501) 377-4000 1-2703 ENTERGY GULF STATES, INC. 74-0662730 (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631 1-8474 ENTERGY LOUISIANA, INC. 72-0245590 (a Louisiana corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 0-320 ENTERGY MISSISSIPPI, INC. 64-0205830 (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040 (a Louisiana corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 529-5262 1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777 (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000 Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes X No Common Stock Outstanding Outstanding at April 30, 1996 Entergy Corporation ($0.01 par value) 228,043,846 ENTERGY CORPORATION AND SUBSIDIARIES INDEX TO QUARTERLY REPORT ON FORM 10-Q March 31, 1996 Page Number Definitions 1 Management's Financial Discussion and Analysis - Liquidity and Capital Resources 3 Management's Financial Discussion and Analysis - Significant Factors and Known Trends 6 Management's Financial Discussion and Analysis for Entergy Corporation and Subsidiaries 9 Statements of Consolidated Income (Loss) for Entergy Corporation and Subsidiaries 13 Statements of Consolidated Cash Flows for Entergy Corporation and Subsidiaries 14 Consolidated Balance Sheets for Entergy Corporation and Subsidiaries 16 Management's Financial Discussion and Analysis for Entergy Arkansas, Inc. 18 Statements of Income for Entergy Arkansas, Inc. 20 Statements of Cash Flows for Entergy Arkansas, Inc. 21 Balance Sheets for Entergy Arkansas, Inc. 22 Management's Financial Discussion and Analysis for Entergy Gulf States, Inc. 24 Statements of Income (Loss) for Entergy Gulf States, Inc. 26 Statements of Cash Flows for Entergy Gulf States, Inc. 27 Balance Sheets for Entergy Gulf States, Inc. 28 Management's Financial Discussion and Analysis for Entergy Louisiana, Inc. 30 Statements of Income for Entergy Louisiana, Inc. 32 Statements of Cash Flows for Entergy Louisiana, Inc. 33 Balance Sheets for Entergy Louisiana, Inc. 34 Management's Financial Discussion and Analysis for Entergy Mississippi, Inc. 36 Statements of Income for Entergy Mississippi, Inc. 38 Statements of Cash Flows for Entergy Mississippi, Inc. 39 Balance Sheets for Entergy Mississippi, Inc. 40 Management's Financial Discussion and Analysis for Entergy New Orleans, Inc. 42 Statements of Income for Entergy New Orleans, Inc. 44 Statements of Cash Flows for Entergy New Orleans, Inc. 45 Balance Sheets for Entergy New Orleans, Inc. 46 Management's Financial Discussion and Analysis for System Energy Resources, Inc. 49 Statements of Income for System Energy Resources, Inc. 50 Statements of Cash Flows for System Energy Resources, Inc. 51 Balance Sheets for System Energy Resources, Inc. 52 Notes to Financial Statements for Entergy Corporation and Subsidiaries 54 Part II: Item 1. Legal Proceedings 63 Item 5. Other Information 64 Item 6. Exhibits and Reports on Form 8-K 65 Experts 68 Signature 69 This combined Quarterly Report on Form 10-Q is separately filed by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. None of these companies make any representations as to information relating to the other companies. This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 1995, filed by the individual registrants with the SEC and should be read in conjunction therewith. On April 22, 1996, Entergy Corporation filed amendments to its articles of incorporation to change the names of its operating companies. DEFINITIONS Certain abbreviations or acronyms used in the text are defined below: Abbreviation or Acronym Term ALJ Administrative Law Judge ANO Arkansas Nuclear One Plant ANO 2 Unit No. 2 of ANO Cajun Cajun Electric Power Cooperative, Inc. Capital Funds Agreement Agreement, dated as of June 21, 1974, as amended, between System Energy and Entergy Corporation, and the assignments thereof CitiPower CitiPower Ltd. - an electric distribution company serving Melbourne, Australia, and surrounding suburbs, which was acquired by Entergy on January 5, 1996 Council Council of the City of New Orleans, Louisiana Entergy Arkansas Entergy Arkansas, Inc., formerly Arkansas Power & Light Entergy Corporation Entergy Corporation, a Delaware corporation, successor to Entergy Corporation, a Florida Corporation Entergy Gulf States Entergy Gulf States, Inc., formerly Gulf States Utilities (including wholly owned subsidiaries - Varibus Corporation, GSG&T, Inc., Prudential Oil & Gas, Inc., and Southern Gulf Railway Company) Entergy Louisiana Entergy Louisiana, Inc., formerly Louisiana Power & Light Entergy Mississippi Entergy Mississippi, Inc., formerly Mississippi Power & Light Entergy New Orleans Entergy New Orleans, Inc., formerly New Orleans Public Service, Inc. Entergy Operations Entergy Operations, Inc., a subsidiary of Entergy Corporation that has operating responsibility for ANO, Grand Gulf 1, River Bend, and Waterford 3 Entergy or System Entergy Corporation and its various direct and indirect subsidiaries Entergy Services Entergy Services, Inc. FASB Financial Accounting Standards Board FERC Federal Energy Regulatory Commission Form 10-K The combined Annual Report on Form 10-K for the year ended December 31, 1995, of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Grand Gulf 1 Unit No. 1 (nuclear) of the Grand Gulf Plant KWh Kilowatt-hour(s) LPSC Louisiana Public Service Commission Merger The combination transaction, consummated on December 31, 1993, by which Entergy Gulf States became a subsidiary of Entergy Corporation and Entergy Corporation became a Delaware Corporation Money Pool System Money Pool, which allows certain System companies to borrow from, or lend to, certain other System companies MPSC Mississippi Public Service Commission MWh Megawatt-hour(s) NRC Nuclear Regulatory Commission operating companies Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively Owner Participant A corporation that, in connection with the Waterford 3 sale and leaseback transactions, has acquired a beneficial interest in a trust, the Owner Trustee of which is the owner and lessor of undivided interests in Waterford 3 Owner Trustee Each institution and/or individual acting as Owner Trustee under a trust agreement with an Owner Participant in connection with the Waterford 3 sale and leaseback transactions PUCT Public Utility Commission of Texas PURPA Public Utility Regulatory Policies Act River Bend River Bend Nuclear Plant, owned 70% by Entergy Gulf States SEC Securities and Exchange Commission SFAS Statement of Financial Accounting Standards as promulgated by the Financial Accounting Standards Board System Energy System Energy Resources, Inc. System Fuels System Fuels, Inc. System or Entergy Entergy Corporation and its various direct and indirect subsidiaries Waterford 3 Unit No. 3 (nuclear) of the Waterford Plant ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Cash Flows Net cash flow from operations for Entergy Corporation, the operating companies, and System Energy for the three months ended March 31, 1996 and 1995, was as follows: Three Months Three Months Company Ended 3/31/96 Ended 3/31/95 (In Millions) Entergy Corporation $268.3 $275.6 Entergy Arkansas $111.8 $124.8 Entergy Gulf States $ 34.8 $129.9 Entergy Louisiana $ 88.7 $103.7 Entergy Mississippi $ 29.7 $ 51.8 Entergy New Orleans $ (2.9) $ 18.6 System Energy $ 67.7 $(26.2) For the first quarter of 1996, Entergy Gulf States' and Entergy Louisiana's net cash flow from operations decreased due primarily to higher accounts receivable balances in the three months ended March 31, 1996 than in the same period in 1995, as a result of increased sales in 1996. In addition, Entergy Gulf States had a greater amount of under-recovered fuel costs in the first quarter of 1996 compared to the same period in 1995. An increase in Entergy Mississippi's under-recovered Grand Gulf 1 costs slightly offset by higher sales resulted in an overall decrease in Entergy Mississippi's cash flow from operations for the first quarter of 1996. Entergy Mississippi's accounts receivable balances were higher for the first quarter of 1996 compared to the same period in 1995, also contributing to the decrease. For the first quarter of 1996, Entergy New Orleans' prepayment of certain ad valorem taxes, in addition to an increase in under-recovered fuel cost, resulted in a decrease in its cash flow from operations. System Energy's net cash flow from operations increased for the first quarter of 1996, due primarily to refunds made to associated companies in 1995 resulting from a FERC audit settlement in 1994. Financing Sources As discussed in Note 8, on January 5, 1996, Entergy acquired CitiPower for approximately $1.2 billion. The acquisition was funded by a $294 million equity investment, while the remainder was funded by the issuance of non-recourse debt. Entergy funded the majority of the equity portion of the investment with funds borrowed from a $300 million line of credit. Excluding the CitiPower investment, cash from operations, supplemented by cash on hand, was sufficient to meet substantially all investing and financing requirements, including capital expenditures, dividends, and debt/preferred stock maturities for the first three months of 1996. Entergy's ability to fund most of its capital requirements with cash from operations results from continued efforts to streamline operations and to reduce costs, as well as from collections under rate phase-in plans that exceed current cash requirements for the related costs. (In the income statement, these revenue collections are offset by the amortization of previously deferred costs so that there is no effect on net income.) The operating companies and System Energy have the ability, subject to regulatory approval, to meet capital requirements through future debt or preferred stock issuances, as discussed below. In addition, to the extent market interest and dividend rates allow, the operating companies and System Energy will refinance high-cost debt and preferred stock prior to maturity. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES In April 1996, Entergy Corporation filed for authorization from the SEC to issue and sell up to 10 million additional shares of common stock through March 2001, under a new dividend reinvestment plan. SEC authorization is not expected until mid-1996. Entergy Corporation periodically reviews its capital structure to determine its future needs for debt and equity financing. Certain agreements and restrictions limit the amount of mortgage bonds and preferred stock that can be issued by the operating companies and System Energy. Based on the most restrictive applicable tests as of March 31, 1996, and assumed annual interest or dividend rates of 8.75% for bonds and 8.25% for preferred stock, each of the operating companies and System Energy could have issued mortgage bonds or preferred stock up to the following amounts: Mortgage Preferred Company Bonds Stock ------------------- ------------ ------------- (In Millions) Entergy Arkansas $ 354 $ 576 Entergy Gulf States (a) (a) Entergy Louisiana $ 49 $ 821 Entergy Mississippi $ 261 $ 334 Entergy New Orleans $ 52 $ 190 System Energy $ 121 (b) (a) Entergy Gulf States was precluded from issuing mortgage bonds and preferred stock under its earnings coverage tests at March 31, 1996. (b) System Energy's charter does not provide for the issuance of preferred stock. In addition to these amounts, the operating companies and System Energy have the ability, subject to certain conditions, to issue bonds against retired bonds. Such amounts may be significant and, in some cases, no earnings coverage test is required. As a result of the River Bend rate deferrals being written off in the first quarter of 1996 (see Note 7), Entergy Gulf States is currently precluded from issuing first mortgage bonds under its earnings coverage test and issuing preferred stock under its charter. However, Entergy Gulf States has the ability to issue up to approximately $598 million of first mortgage bonds against previously retired bonds. Entergy Gulf States has no earnings coverage limitations on the issuance of preference stock. Entergy Arkansas may also issue preferred stock to refund outstanding preferred stock without meeting an earnings coverage test. The operating companies and System Energy have SEC authorization to effect short-term borrowings. See Note 4 to Entergy's Form 10-K for information on the operating companies' and System Energy's short- term borrowing authorizations and bank lines of credit. At March 31, 1996, outstanding short-term borrowings from the Money Pool were as follows (in millions): Company Money Pool Entergy Louisiana $48.0 Entergy Mississippi $17.4 Entergy Operations $ 7.6 Entergy Services $27.8 System Fuels $25.0 ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES In addition, Entergy Services and System Fuels had $22 million and $30 million, respectively, outstanding on their respective available bank lines of credit of $34 million and $45 million at March 31, 1996. Entergy Corporation had $270 million outstanding on its $300 million bank credit facility at March 31, 1996, of which $230 million was used for the acquisition of CitiPower in January 1996. Financing Uses As discussed in Part I of Entergy's Form 10-K, Entergy Corporation has been expanding its investments in nonregulated business opportunities overseas and in the United States. As of March 31, 1996, Entergy Corporation had invested $865.4 million in equity capital (reduced by $172 million of accumulated losses) in nonregulated businesses, which includes the acquisition of CitiPower. In addition to investing in nonregulated businesses, Entergy Corporation's capital requirements result from periodically investing in, or making loans to, its subsidiaries, and sustaining its dividends. To meet such capital requirements, Entergy Corporation will utilize internally generated funds, cash on hand, funds remaining on its $300 million credit facility, and other bank financings as may be required. Entergy Corporation receives funds through dividend payments from its domestic utility subsidiaries. During the first quarter of 1996, such common stock dividend payments from subsidiaries totaled $48.7 million. Due to its weakened financial position, Entergy Gulf States has not paid common stock dividends since the third quarter of 1994. Entergy Gulf States is not currently expected to pay common stock dividends during 1996. Entergy Corporation paid $99.7 million of dividends on its common stock during the first quarter of 1996. Declarations of dividends on common stock are made at the discretion of Entergy Corporation's Board of Directors. It is anticipated that management will not recommend future dividend increases to the Board unless such increases are justified by sustained earnings growth of Entergy Corporation and its subsidiaries. See Note 7 to Entergy's Form 10-K for information on dividend restrictions. Entergy Corporation and Entergy Gulf States See Notes 1 and 2 regarding River Bend rate appeals and litigation with Cajun. Adverse rulings in the River Bend rate appeal could result in approximately $286 million of potential write-offs (net of tax) and $188 million in refunds of previously collected revenue. Such write-offs and charges could result in additional substantial net losses being reported in the future by Entergy Corporation and Entergy Gulf States, with resulting adverse adjustments to common equity of Entergy Corporation and Entergy Gulf States. Adverse resolution of these matters could adversely affect Entergy Gulf States' ability to obtain financing, which in turn could affect Entergy Gulf States' liquidity and ability to pay dividends. Although Entergy Corporation's common shareholders have experienced some dilution in earnings as a result of the Merger, Entergy believes that the Merger will ultimately be beneficial to common shareholders in terms of strategic benefits as well as economies and efficiencies produced. Entergy Corporation and System Energy Under the Capital Funds Agreement, Entergy Corporation has agreed to supply to System Energy sufficient capital to maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt), to permit the continued commercial operation of Grand Gulf 1, and to pay in full all indebtedness for borrowed money of System Energy when due under any circumstances. In addition, under supplements to the Capital Funds Agreement assigning System Energy's rights as security for specific debt of System Energy, Entergy Corporation has agreed to make cash capital contributions, if required, to enable System Energy to make payments on such debt when due. The Capital Funds Agreement can be terminated by the parties thereto, subject to consent of certain creditors. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS Competition and Industry Challenges See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K for a discussion of the increasing competitive pressures facing Entergy and the electric utility industry. On April 24, 1996, FERC issued new rules requiring electric utilities to open their transmission lines to other power producers. The rules will take effect sixty days after they are published in the Federal Register. Retail and Wholesale Rate Issues See Note 2 to Entergy's Form 10-K and herein for a discussion of the ongoing trend of regulatory ordered rate reductions as well as incentive and performance-based regulation. Potential Changes in the Electric Utility Industry Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K for a discussion of legislative and regulatory developments relating to the potential for retail competition in the areas served by the operating companies. Significant Industrial Cogeneration Effects Cogeneration projects developed or considered by certain of Entergy Gulf States' and Entergy Louisiana's industrial customers over the last several years have caused Entergy Gulf States and Entergy Louisiana to develop and secure approval for rate tariffs lower than those previously approved by the PUCT and LPSC for such industrial customers. In certain cases, contracts or special tariffs that use flexible pricing have been negotiated with industrial customers to keep these customers on the System. The contracts and tariffs are not at full cost-of-service rates. Although the rates may fully recover expenses, they provide only a minimal return, if any, on investment. In the first quarter of 1996, KWh sales to Entergy Gulf States' and Entergy Louisiana's industrial customers at less than full cost-of-service rates made up approximately 28% and 40% of Entergy Gulf States' and Entergy Louisiana's total industrial sales, respectively. During 1995, Entergy Louisiana received separate notices from two large industrial customers that they will proceed with proposed cogeneration projects for the purpose of fulfilling their future electric energy needs. These customers will continue to purchase their energy requirements from Entergy Louisiana until their cogeneration facilities are completed and operational, which is expected to occur in 1997-1998. After that time, these customers will still purchase energy from Entergy Louisiana, but at a reduced level. During the first quarter of 1996, these two customers represented an aggregate of approximately 18% of Entergy Louisiana's industrial sales and provided 12% of its total industrial base revenues. Domestic and Foreign Energy-Related Investments Entergy Corporation seeks opportunities to expand its domestic energy-related businesses that are not regulated by state and local utility regulatory authorities, as well as foreign energy-related investments. Such investments are expected to provide returns in excess of domestic regulated utility investments. These investments include power development and new technology related to the utility business. Entergy Corporation's strategy is to identify and pursue business opportunities that have the potential to earn a greater return than its regulated utility operations. Refer to "MANAGEMENT'S FINANCIAL DISCUSSION ANDANALYSIS - LIQUIDITY AND CAPITAL RESOURCES" for a discussion of Entergy Corporation's investments in domestic and foreign energy-related businesses. These investments may involve a greater risk than domestically regulated utility enterprises. In the first quarter of 1996, Entergy Corporation's investments in domestic and foreign energy-related investments reduced consolidated net income by approximately $2.1 million. The power development investments were profitable during the first quarter of 1996 and management believes that they will generally continue to provide profits in the current year. However, the income provided by power development investments was offset by losses experienced by new technology investments. Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K, and Note 8, herein, for a discussion of Entergy's major nonregulated business opportunities and foreign energy-related investments. ANO Matters Entergy Operations has made inspections and repairs from time to time on the boiler tubes in ANO 2's steam generators, which have experienced cracking. Entergy Operations is gathering information and assessing various options for the repair or replacement of ANO 2's steam generators. See Note 1 for additional information. Deregulated Utility Operations Entergy Gulf States discontinued regulatory accounting principles in 1989 for its wholesale jurisdiction and steam department and in 1991 for the Louisiana deregulated portion of River Bend. The recent improving trend in net income from these operations continued during the first quarter of 1996 when the related operating income was $6.2 million compared to $1.2 million for the fiscal year ended 1995. The improvement in net income from deregulated operations in the first quarter of 1996 was due to increased revenues and reduced operation and maintenance expenses, partially offset by increased income taxes. Refer to Entergy Gulf States' Results of Operations for discussion of these trends. The future impact of the deregulated utility operations on Entergy's and Entergy Gulf States' results of operations and financial position will depend on future operating costs, the future efficiency and availability of generating units, and the future market prices for energy over the remaining life of the assets. Entergy expects the performance of its deregulated utility operations to continue to improve due to on-going reductions in operation and maintenance expenses. The deregulated operations will be subject to the requirements of SFAS 121, as discussed in Note 7, in determining the recognition of any asset impairment. Property Tax Exemptions As discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - - SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K, Waterford 3's local property tax exemption expired in December 1995 and River Bend's local property tax exemption will expire in December 1996. In a March 1996 LPSC order, Entergy Louisiana was permitted to defer the estimated Waterford 3 property tax from January 1996 through June 1996. The order allows for the recovery of the property tax and also for the recovery, from July 1996 through June 1997, of the related deferral. In April 1996, Louisiana authorities set Waterford 3's 1996 property tax at $20.8 million. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS SIGNIFICANT FACTORS AND KNOWN TRENDS Environmental Issues Entergy Gulf States has been notified by the U. S. Environmental Protection Agency (EPA) that it has been designated as a potentially responsible party for the clean-up of certain hazardous waste disposal sites. See Note 1 for additional information. As a consequence of rules for solid waste regulation issued by the Louisiana Department of Environmental Quality in 1993, Entergy Louisiana is upgrading or closing certain of its power plant wastewater impoundments. See Note 1 for additional information. Accounting Issues Continued Application of SFAS 71 - As a result of the Energy Policy Act, the actions of regulatory commissions, and other factors, the electric utility industry is moving toward a combination of competition and a modified regulatory environment. The System's financial statements currently reflect, for the most part, assets and costs based on existing cost-based ratemaking regulations in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation" (SFAS 71). Continued applicability of SFAS 71 to the System's financial statements requires that rates set by an independent regulator on a cost-of-service basis can actually be charged to and collected from customers. In the event that all or a portion of a utility's operations cease to meet those criteria for various reasons, including deregulation, a change in the method of regulation, or a change in the competitive environment for the utility's regulated services, the utility should discontinue application of SFAS 71 for the relevant portion of its obligations. The discontinuation should be reported by elimination from the balance sheet of the effects of any actions of regulators recorded as regulatory assets and liabilities. As of March 31, 1996, and for the foreseeable future, the System's financial statements continue to follow SFAS 71, except for certain portions of Entergy Gulf States' business. Accounting for Decommissioning Costs -. In February 1996, the FASB issued an exposure draft of a proposed SFAS addressing the accounting for decommissioning costs of nuclear generating units as well as liabilities related to the closure and removal of all long- lived assets. See Note 1 for a discussion of proposed changes in the accounting for decommissioning/closure costs and the potential impact of these changes on Entergy. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS ENTERGY Net Income Consolidated net income decreased for the three months ended March 31, 1996 due to the $174 million net of tax write-off of River Bend rate deferrals pursuant to SFAS 121 and the cumulative effect of the prior year change in accounting method for incremental nuclear refueling outage maintenance costs at Entergy Arkansas. Excluding the above mentioned items, net income would have increased $32.4 million in the first quarter of 1996 due primarily to increased energy sales to retail customers. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales Detailed below are Entergy's electric revenues associated with its domestic regulated operations by source and KWh sales for the three months ended March 31, 1996, and 1995:
Three Months Ended Increase/ Description 1996 1995 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 507.1 $ 441.5 $ 65.6 15 Commercial 354.5 324.7 29.8 9 Industrial 460.3 414.1 46.2 11 Governmental 38.7 35.1 3.6 10 -------- -------- ------- Total retail 1,360.6 1,215.4 145.2 12 Sales for resale 90.1 70.0 20.1 29 Other (37.6) (7.9) (29.7) 376 -------- -------- ------- Total $1,413.1 $1,277.5 $ 135.6 11 ======== ======== ======= Billed Electric Energy Sales (Millions of KWh): Residential 6,667 5,860 807 14 Commercial 4,792 4,473 319 7 Industrial 10,445 10,035 410 4 Governmental 556 539 17 3 -------- -------- -------- Total retail 22,460 20,907 1,553 7 Sales for resale 2,575 1,844 731 40 -------- -------- -------- Total 25,035 22,751 2,284 10 ======== ======== ========
Electric operating revenues increased for the three months ended March 31, 1996, as a result of higher fuel adjustment revenues, which do not affect net income, and increases in retail sales and sales for resale, partially offset by rate reductions at Entergy Louisiana and Entergy New Orleans. Cold weather in 1996 and non-weather related volume growth contributed to the increase in retail electric operating revenues. The increase in sales for resale was primarily the result of increased energy sales outside of Entergy's service area. ENTERGY CORPORATION AND S.UBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The changes in electric operating revenues associated with Entergy's domestic regulated operations for the three months ended March 31, 1996, are as follows: Three Months Ended Description Increase/(Decrease) (In Millions) Change in base revenues $(26.0) Rate riders 2.6 Fuel cost recovery 101.5 Sales volume/weather 67.1 Other revenue (including unbilled) (29.7) Sales for resale 20.1 -------- Total $135.6 ======== Gas operating revenues increased for the three months ended March 31, 1996, because of increased sales related to colder than normal winter weather and increased fuel adjustment revenues. Nonregulated and foreign-energy related business revenues increased for the three months ended March 31, 1996, as a result of the January 1996 acquisition of CitiPower. See Note 8 for additional information regarding CitiPower. Expenses Operating expenses for the three months ended March 31, 1996, include the operating expenses of CitiPower, which are not included in the prior year financial statements. See Note 8 for additional information regarding CitiPower. Excluding the operating expenses of CitiPower, Entergy's operating expenses increased for the three months ended March 31, 1996, due primarily to increased fuel and purchased power expenses, depreciation and decommissioning expenses, and higher income tax expense. These increases were offset in part by lower operating and maintenance expenses and the effect of certain rate deferrals. Fuel and purchased power expenses increased as a result of the increase in energy sales as discussed above. Depreciation and decommissioning expenses increased as a result of increased depreciation rates and decommissioning costs as reflected in the 1995 System Energy/FERC rate increase filing. Income tax expenses increased primarily due to higher pretax income excluding the River Bend rate deferral write-off and the prior year change in accounting method. In addition, taxes other than income taxes increased primarily due to the expiration of Waterford 3's local property tax exemption in December 1995. Other operation and maintenance expenses decreased for the three months ended March 31, 1996, due to lower payroll related expenses, resulting from restructuring programs, as discussed in Note 6, in addition to ongoing operating efficiency improvement programs throughout Entergy. The deferral of Waterford 3 local property taxes, the deferral of a portion of the proposed System Energy rate increase at Entergy Mississippi and Entergy New Orleans, and the deferral of least cost planning expenses at Entergy New Orleans resulted in a reduction to Entergy's operating expenses in 1996. Other Income decreased for the three months ended March 31, 1996, as a result of the write-off of River Bend rate deferrals pursuant to SFAS 121, as discussed in Note 7. ENTERGY CORPORATION AND SUBSIDIARIES MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Interest charges increased for the three months ended March 31, 1996, due primarily to interest on long-term debt related to the investment in CitiPower and borrowings by Entergy Corporation from the $300 million line of credit, which were used to fund the acquisition of CitiPower. Excluding these increases, interest expense decreased $4.5 million due to ongoing retirement and refinancing of high cost debt at the operating companies. ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME (LOSS) For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- (In Thousands, Except Share Data) Operating Revenues: Electric $1,413,068 $1,277,490 Natural gas 57,473 40,670 Steam products 15,578 10,632 Nonregulated and foreign energy-related 112,873 8,608 businesses ---------- ---------- Total 1,598,992 1,337,400 ---------- ---------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 375,764 288,960 Purchased power 158,157 82,509 Nuclear refueling outage expenses 14,209 19,014 Other operation and maintenance 353,212 359,593 Depreciation, amortization, and 194,567 170,480 decommissioning Taxes other than income taxes 88,971 76,635 Income taxes 62,586 29,621 Rate deferrals (19,802) - Amortization of rate deferrals 91,511 81,768 ---------- ---------- Total 1,319,175 1,108,580 ---------- ---------- Operating Income 279,817 228,820 ---------- ---------- Other Income (Deductions): Allowance for equity funds used during construction 2,558 2,494 Write-off of River Bend rate deferrals (194,498) - Miscellaneous - net 10,778 17,556 Income taxes 14,906 (6,619) ---------- ---------- Total (166,256) 13,431 ---------- ---------- Interest Charges: Interest on long-term debt 172,843 160,631 Other interest - net 11,847 8,990 Allowance for borrowed funds used during construction (2,138) (2,197) Preferred and preference dividend requirements of subsidiaries and other 18,081 19,850 ---------- ---------- Total 200,633 187,274 ---------- ---------- Income (Loss) before the Cumulative Effect of Accounting Change (87,072) 54,977 Cumulative Effect of Accounting Change (net of income taxes) - 35,415 ---------- -------- Net Income (Loss) ($87,072) $90,392 ========== ======== Earnings (Loss) per average common share before cumulative effect of accounting change ($0.38) $0.24 Earnings (Loss) per average common share ($0.38) $0.40 Dividends declared per common share $0.90 $0.90 Average number of common shares outstanding 227,780,604 227,415,009 See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Operating Activities: Net income (loss) ($87,072) $90,392 Noncash items included in net income (loss): Write-off of River Bend rate deferrals 194,498 - Cumulative effect of a change in accounting principle - (35,415) Change in rate deferrals/excess capacity-net 105,388 81,057 Depreciation, amortization, and decommissioning 194,567 170,480 Deferred income taxes and investment tax credits (45,013) (20,030) Allowance for equity funds used during (2,558) (2,494) construction Changes in working capital: Receivables 37,148 104,230 Fuel inventory 23,212 (9,605) Accounts payable (32,984) (70,433) Taxes accrued 65,289 63,030 Interest accrued (65,276) (13,246) Other working capital accounts (81,209) (33,005) Decommissioning trust contributions (12,146) (5,666) Provision for estimated losses and reserves 5,667 11,314 Other (31,202) (55,028) ----------- -------- Net cash flow provided by operating activities 268,309 275,581 ----------- -------- Investing Activities: Construction/capital expenditures (131,435) (108,367) Allowance for equity funds used during construction 2,558 2,494 Nuclear fuel purchases (65,430) (9,672) Proceeds from sale/leaseback of nuclear fuel 46,872 39,440 Acquisition of CitiPower (1,156,112) - Investment in nonregulated/nonutility properties (5,171) (23,246) ----------- -------- Net cash flow used in investing activities (1,308,718) (99,351) ----------- -------- Financing Activities: Proceeds from the issuance of: First mortgage bonds 198,250 - General and refunding mortgage bonds 39,608 - Bank notes and other long-term debt 946,167 - Retirement of: First mortgage bonds (133,687) (20,825) General and refunding mortgage bonds - (29,200) Other long-term debt (92,744) (25) Redemption of preferred stock (19,704) (24,250) Changes in short-term borrowings - net 277,000 (38,625) Common stock dividends paid (99,714) (101,969) ----------- -------- Net cash flow provided by (used in) financing 1,115,176 (214,894) activities ----------- -------- Effect of exchange rates on cash and cash equivalents 40 - Net increase (decrease) in cash and cash equivalents 74,807 (38,664) Cash and cash equivalents at beginning of period 533,590 613,907 ----------- -------- Cash and cash equivalents at end of period $608,397 $575,243 =========== ========
ENTERGY CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $239,354 $172,220 Income taxes $12,032 $2,564 Noncash investing and financing activities: Capital lease obligations incurred - $27,804 Change in unrealized appreciation/depreciation of decommissioning trust assets ($4,265) $9,972 See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $22,332,245 $21,698,593 Plant acquisition adjustment - GSU 467,623 471,690 Electric plant under leases 676,275 675,425 Property under capital leases - electric 140,400 145,146 Natural gas 167,919 166,872 Steam products 77,558 77,551 Construction work in progress 539,412 482,950 Nuclear fuel under capital leases 296,514 312,782 Nuclear fuel 67,500 49,100 ----------- ----------- Total 24,765,446 24,080,109 Less - accumulated depreciation and 8,413,266 8,259,318 amortization ----------- ----------- Utility plant - net 16,352,180 15,820,791 ----------- ----------- Other Property and Investments: Decommissioning trust funds 295,618 277,716 Other 454,572 434,619 ----------- ----------- Total 750,190 712,335 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 38,979 42,822 Temporary cash investments - at cost, which approximates market 392,248 490,768 Special deposits 177,170 - ----------- ----------- Total cash and cash equivalents 608,397 533,590 Notes receivable 6,087 6,907 Accounts receivable: Customer (less allowance for doubtful accounts of $8.2 million in 1996 and $7.1 million in 1995) 353,939 333,343 Other 67,118 59,176 Accrued unbilled revenues 283,916 293,461 Deferred fuel 70,099 25,924 Fuel inventory - at average cost 98,955 122,167 Materials and supplies - at average cost 355,712 345,330 Rate deferrals 422,760 420,221 Prepayments and other 160,297 175,121 ----------- ----------- Total 2,427,280 2,315,240 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 733,902 1,033,282 SFAS 109 regulatory asset - net 1,199,525 1,279,495 Unamortized loss on reacquired debt 223,187 224,131 Other regulatory assets 376,162 329,397 Long-term receivables 225,130 224,726 Citipower license (net of $3.3 million of 616,947 - amortization) Other 344,750 326,533 ----------- ----------- Total 3,719,603 3,417,564 ----------- ----------- TOTAL $23,249,253 $22,265,930 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $.01 par value, authorized 500,000,000 shares; issued 230,017,485 shares $ 2,300 $ 2,300 Paid-in capital 4,201,117 4,201,483 Retained earnings 2,042,902 2,335,579 Cumulative foreign currency translation adjustment 17,255 - Less - treasury stock (1,983,639 shares in 1996 and 2,251,318 in 1995) 59,961 67,642 ----------- ----------- Total common shareholders' equity 6,203,613 6,471,720 Subsidiary's preference stock 150,000 150,000 Subsidiaries' preferred stock: Without sinking fund 550,955 550,955 With sinking fund 233,755 253,460 Long-term debt 7,637,897 6,777,124 ----------- ----------- Total 14,776,220 14,203,259 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 285,717 303,664 Other 348,071 326,804 ----------- ----------- Total 633,788 630,468 ----------- ----------- Current Liabilities: Currently maturing long-term debt 715,568 558,650 Notes payable 322,667 45,667 Accounts payable 468,047 460,379 Customer deposits 146,481 140,054 Taxes accrued 273,117 207,828 Accumulated deferred income taxes 97,427 72,847 Interest accrued 130,321 195,445 Dividends declared 109,970 12,194 Obligations under capital leases 150,799 151,140 Other 210,889 247,039 ----------- ----------- Total 2,625,286 2,091,243 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 3,631,832 3,777,644 Accumulated deferred investment tax credits 605,796 612,701 Other 976,331 950,615 ----------- ----------- Total 5,213,959 5,340,960 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $23,249,253 $22,265,930 ============ ============ See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income decreased for the three months ended March 31, 1996, due primarily to the one-time recording in 1995 of the cumulative effect of the change in accounting method for incremental nuclear refueling outage maintenance costs. Excluding the above mentioned item, net income would have increased $8.6 million for the three months ended March 31, 1996, due primarily to an increase in sales for resale and retail energy sales. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales Detailed below are Entergy Arkansas' operating revenues by source and KWh sales for the three months ended March 31, 1996, and 1995:
Three Monthe Ended Increase/ Description 1996 1995 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 132.2 $ 124.2 $ 8.0 6 Commercial 70.6 68.3 2.3 3 Industrial 77.7 77.6 0.1 - Governmental 4.1 4.0 0.1 2 ------- ------- ------- Total retail 284.6 274.1 10.5 4 Sales for resale Associated companies 59.8 29.1 30.7 105 Non-associated companies 48.8 38.6 10.2 26 Other (10.1) (2.2) (7.9) * ------- ------- ------- Total $ 383.1 $ 339.6 $ 43.5 13 ======= ======= ======= Billed Electric Energy Sales (Millions of KWh): Residential 1,571 1,426 145 10 Commercial 996 947 49 5 Industrial 1,525 1,439 86 6 Governmental 56 53 3 6 ------- ------- ------- Total retail 4,148 3,865 283 7 Sales for resale Associated companies 2,654 1,359 1,295 95 Non-associated companies 1,674 956 718 75 ------- ------- ------- Total 8,476 6,180 2,296 37 ======= ======= =======
* Greater than 200%. Electric operating revenues increased for the three months ended March 31, 1996, primarily due to increased sales for resale to associated companies, caused by changes in generation availability and requirements among the operating companies. The increase in retail energy sales resulted from increased customers and associated usage, while the remainder resulted from colder than normal weather. ENTERGY ARKANSAS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The changes in electric operating revenues for the three months ended March 31, 1996, are as follows: Three Months Ended Description Increase/(Decrease) (In Millions) Change in base revenues $(3.2) Rate riders (1.8) Fuel cost recovery (1.8) Sales volume/weather 12.3 Other revenue (including unbilled) (2.9) Sales for resale 40.9 ----- Total $43.5 ===== Expenses Operating expenses increased for the three months ended March 31, 1996, due to an increase in fuel, purchased power, and income tax expenses partially offset by a decrease in other operation and maintenance expenses. The increase in fuel and purchased power expenses is largely due to an increase in generation and purchases related to the increase in sales for resale in the first three months of 1996. Income tax expense increased because of higher pretax income. The decrease in other operation and maintenance expenses is primarily the result of work and materials associated with non-outage related maintenance during ANO 1's refueling outage, which began in mid-February 1995 and lasted through the first quarter of 1995. In addition, ANO 2 underwent a 30 day mid-cycle outage during the first three months of 1995, which also required additional work and materials. ENTERGY ARKANSAS, INC. STATEMENTS OF INCOME For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- Operating Revenues $383,081 $339,596 -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 65,200 41,167 Purchased power 98,625 81,747 Nuclear refueling outage expenses 7,542 9,185 Other operation and maintenance 83,265 93,658 Depreciation, amortization, and 41,030 39,352 decommissioning Taxes other than income taxes 9,018 10,111 Income taxes 3,591 (3,339) Amortization of rate deferrals 36,446 38,033 -------- -------- Total 344,717 309,914 -------- -------- Operating Income 38,364 29,682 ------- ------- Other Income (Deductions): Allowance for equity funds used during construction 1,090 915 Miscellaneous - net 8,239 15,532 Income taxes (3,228) (6,097) -------- -------- Total 6,101 10,350 -------- -------- Interest Charges: Interest on long-term debt 24,835 26,933 Other interest - net 1,027 3,116 Allowance for borrowed funds used during construction (665) (731) -------- -------- Total 25,197 29,318 -------- -------- Income before the Cumulative Effect of Accounting Change 19,268 10,714 Cumulative Effect of Accounting Change (net of income taxes) - 35,415 -------- -------- Net Income 19,268 46,129 Preferred Stock Dividend Requirements and Other 4,458 4,561 -------- -------- Earnings Applicable to Common Stock $ 14,810 $ 41,568 ======== ======== See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Operating Activities: Net income $19,268 $46,129 Noncash items included in net income: Cumulative effect of a change in accounting principle - (35,415) Change in rate deferrals/excess capacity-net 35,953 30,665 Depreciation, amortization, and decommissioning 41,030 39,352 Deferred income taxes and investment tax credits (18,102) (2,071) Allowance for equity funds used during construction (1,090) (915) Changes in working capital: Receivables 24,582 37,541 Fuel inventory 3,174 (14,460) Accounts payable (3,762) 32,917 Taxes accrued 26,025 8,488 Interest accrued (14,743) 636 Other working capital accounts 2,326 (35,323) Decommissioning trust contributions (4,140) (2,386) Provision for estimated losses and reserves 529 2,968 Other 733 16,716 -------- -------- Net cash flow provided by operating activities 111,783 124,842 -------- -------- Investing Activities: Construction expenditures (32,250) (41,651) Allowance for equity funds used during construction 1,090 915 Nuclear fuel purchases (19,081) (76) Proceeds from sale/leaseback of nuclear fuel 18,470 76 -------- -------- Net cash flow used in investing activities (31,771) (40,736) -------- -------- Financing Activities: Proceeds from issuance of first mortgage bonds 84,256 - Retirement of first mortgage bonds (30,437) (400) Redemption of preferred stock - (5,000) Dividends paid: Common stock - (32,800) Preferred stock (8,917) (4,727) -------- -------- Net cash flow provided by (used in) 44,902 (42,927) financing activities -------- -------- Net increase in cash and cash equivalents 124,914 41,179 Cash and cash equivalents at beginning of period 11,798 80,756 -------- -------- Cash and cash equivalents at end of period $136,712 $121,935 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $37,479 $25,916 Income taxes $6,460 - Noncash investing and financing activities: Capital lease obligations incurred - $76 Change in unrealized appreciation/depreciation of decommissioning trust assets ($4,363) $6,234 See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $ 4,445,035 $ 4,438,519 Property under capital leases 46,795 48,968 Construction work in progress 129,400 119,874 Nuclear fuel under capital lease 104,526 98,691 ----------- ----------- Total 4,725,756 4,706,052 Less - accumulated depreciation and 1,876,766 1,846,112 amortization ----------- ----------- Utility plant - net 2,848,990 2,859,940 ----------- ----------- Other Property and Investments: Investment in subsidiary companies - 11,122 11,122 at equity Decommissioning trust fund 173,493 166,832 Other - at cost (less accumulated 5,148 5,085 depreciation) ----------- ----------- Total 189,763 183,039 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 5,221 7,780 Temporary cash investments - at cost, which approximates market: Associated companies 16,524 908 Other 32,797 3,110 Special deposits 82,170 - ----------- ----------- Total cash and cash 136,712 11,798 equivalents Accounts receivable: Customer (less allowance for doubtful accounts of $2.1 million in 1996 and 1995) 67,329 75,445 Associated companies 39,589 40,577 Other 7,418 6,962 Accrued unbilled revenues 77,622 93,556 Fuel inventory - at average cost 54,282 57,456 Materials and supplies - at average cost 76,865 75,030 Rate deferrals 137,011 131,634 Deferred excess capacity 12,295 11,088 Deferred nuclear refueling outage costs 24,213 32,824 Prepayments and other 13,904 15,215 ----------- ----------- Total 647,240 551,585 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 190,105 228,390 Deferred excess capacity 1,732 5,984 SFAS 109 regulatory asset - net 225,281 219,906 Unamortized loss on reacquired debt 57,805 58,684 Other regulatory assets 72,344 68,160 Other 29,741 28,727 ----------- ----------- Total 577,008 609,851 ----------- ----------- TOTAL $ 4,263,001 $ 4,204,415 ============ ============ See Notes to Financial Statements.
ENTERGY ARKANSAS, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $0.01 par value, authorized 325,000,000 shares; issued and outstanding 46,980,196 shares $ 470 $ 470 Paid-in capital 590,794 590,844 Retained earnings 491,896 492,386 ----------- ----------- Total common shareholder's equity 1,083,160 1,083,700 Preferred stock: Without sinking fund 176,350 176,350 With sinking fund 49,027 49,027 Long-term debt 1,250,122 1,281,203 ----------- ----------- Total 2,558,659 2,590,280 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 96,641 93,574 Other 71,503 67,444 ----------- ----------- Total 168,144 161,018 ----------- ----------- Current Liabilities: Currently maturing long-term debt 115,870 28,700 Notes payable 667 667 Accounts payable: Associated companies 40,880 42,156 Other 117,764 120,250 Customer deposits 19,347 18,594 Taxes accrued 66,184 40,159 Accumulated deferred income taxes 59,814 48,992 Interest accrued 15,497 30,240 Dividends declared 15,300 4,458 Co-owner advances 29,858 34,450 Deferred fuel cost 21,050 17,837 Obligations under capital leases 54,678 54,697 Other 21,103 26,238 ----------- ----------- Total 578,012 467,438 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 801,114 823,471 Accumulated deferred investment tax credits 111,737 112,890 Other 45,335 49,318 ----------- ----------- Total 958,186 985,679 ----------- ----------- Commitments and Contingencies (Note 1) TOTAL $ 4,263,001 $ 4,204,415 ============ ============ See Notes to Financial Statements.
ENTERGY GULF STATES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income decreased for the three months ended March 31, 1996, due to the $174 million net of tax write-off of River Bend rate deferrals required by the adoption of SFAS 121. Excluding the write- off, net income for the three months ended March 31, 1996, would have increased $19 million primarily due to increased electric retail energy sales, partially offset by increased income tax expenses. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues and Sales," "Expenses," and "Other" below. Revenues and Sales Detailed below are Entergy Gulf States' electric operating revenues by source and KWh sales for the three months ended March 31, 1996, and 1995:
Three Months Ended Increase/ Description 1996 1995 (Decrease) % (In Millions) Electric Department Operating Revenues: Residential $ 134.7 $ 116.5 $ 18.2 16 Commercial 102.5 92.3 10.2 11 Industrial 160.6 142.3 18.3 13 Governmental 7.0 6.2 0.8 13 --------- -------- -------- Total retail 404.8 357.3 47.5 13 Sales for resale Associated companies 2.8 10.2 (7.4) (73) Non-associated companies 19.0 14.8 4.2 28 Other (0.4) (3.5) 3.1 (89) --------- -------- -------- Total Electric Department $ 426.2 $ 378.8 $ 47.4 13 ======== ======== ======== Billed Electric Energy Sales (Millions of KWh): Residential 1,825 1,561 264 17 Commercial 1,462 1,342 120 9 Industrial 3,901 3,670 231 6 Governmental 92 88 4 5 ------- ------- ----- Total retail 7,280 6,661 619 9 Sales for resale Associated companies 56 501 (445) (89) Non-associated companies 500 473 27 6 ------- ------- ----- Total Electric Department 7,836 7,635 201 3 Steam Department 416 397 19 5 ------- ------- ----- Total 8,252 8,032 220 3 ======= ======= =====
Electric operating revenues increased for the three months ended March 31, 1996, as a result of higher fuel adjustment revenues, which do not affect net income, and increased customer usage, partially attributable to colder winter weather than in the same period of 1995. Other electric revenues decreased due to a settlement with the United States Department of Energy regarding service and pricing arrangements. ENTERGY GULF STATES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The changes in electric operating revenues for the three months ended March 31, 1996, are as follows: Three Months Ended Description Increase/(Decrease) (In Millions) Change in base revenues $(2.7) Fuel cost recovery 33.9 Sales volume/weather 26.8 Other revenue (including unbilled (7.4) Sales for resale (3.2) ------ Total $ 47.4 ====== Gas operating revenues increased for the three months ended March 31, 1996, primarily due to an increase in residential sales as a result of colder weather than in the same period of 1995. Expenses Operating expenses increased for the three months ended March 31, 1996, as a result of higher fuel expenses, including purchased power, and higher income taxes. Fuel expenses increased because of higher gas prices and increased energy requirements resulting from higher energy sales. Income taxes increased primarily due to higher pre-tax income for the three months ended March 31, 1996, excluding the net effect of the write-off of River Bend rate deferrals discussed below. Other Other income decreased due to the write-off of River Bend rate deferrals pursuant to the adoption of SFAS 121, which became effective January 1, 1996. See Note 7 for a further discussion. Income taxes on other income decreased as a result of this write-off. ENTERGY GULF STATES, INC. STATEMENTS OF INCOME (LOSS) For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- (In Thousands) Operating Revenues: Electric $426,177 $378,791 Natural gas 14,876 9,923 Steam products 15,578 10,632 -------- -------- Total 456,631 399,346 -------- -------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 117,409 114,921 Purchased power 67,834 40,557 Nuclear refueling outage expenses 2,360 3,031 Other operation and maintenance 96,741 101,404 Depreciation, amortization, and 51,251 50,339 decommissioning Taxes other than income taxes 26,334 25,379 Income taxes 11,983 (162) Amortization of rate deferrals 17,644 16,506 -------- -------- Total 391,556 351,975 -------- -------- Operating Income 65,075 47,371 -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 493 251 Write-off of River Bend rate deferrals (194,498) - Miscellaneous - net 4,940 5,914 Income taxes 18,743 (865) ---------- -------- Total (170,322) 5,300 ---------- -------- Interest Charges: Interest on long-term debt 46,488 48,270 Other interest - net 950 1,010 Allowance for borrowed funds used during construction (428) (244) ---------- -------- Total 47,010 49,036 ---------- -------- Net Income (Loss) (152,257) 3,635 Preferred and Preference Stock Dividend Requirements and Other 7,219 7,590 ---------- -------- Loss Applicable to Common Stock ($159,476) ($3,955) ========== ======== See Notes to Financial Statements.
ENTERGY GULF STATES, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Net income (loss) ($152,257) $3,635 Noncash items included in net income: Write-off of River Bend rate deferrals 194,498 - Change in rate deferrals 17,644 16,506 Depreciation, amortization, and 51,251 50,339 decommissioning Deferred income taxes and investment tax (6,812) 914 credits Allowance for equity funds used during (493) (251) construction Changes in working capital: Receivables 8,020 58,324 Fuel inventory 6,822 894 Accounts payable (902) (10,624) Taxes accrued (6,976) 11,043 Interest accrued (21,462) 4,466 Reserve for rate refund - 10,560 Other working capital accounts (56,512) (4,667) Decommissioning trust contributions (1,481) (739) Provision for estimated losses and reserves 2,648 (3,587) Other 777 (6,925) -------- -------- Net cash flow provided by operating activities 34,765 129,888 -------- -------- Investing Activities: Construction expenditures (36,419) (19,136) Allowance for equity funds used during construction 493 251 Nuclear fuel purchases (22,188) - Proceeds from sale/leaseback of nuclear fuel 23,375 - -------- -------- Net cash flow used in investing activities (34,739) (18,885) -------- -------- Financing Activities: Proceeds from the issuance of long-term debt 780 2,277 Retirement of first mortgage bonds (20,000) - Redemption of preferred and preference stock (4,204) (2,250) Dividends paid on preferred and preference (7,132) (7,514) stock -------- -------- Net cash flow used in financing activities (30,556) (7,487) -------- -------- Net increase (decrease) in cash and cash (30,530) 103,516 equivalents Cash and cash equivalents at beginning of period 234,604 104,644 -------- -------- Cash and cash equivalents at end of period $204,074 $208,160 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest - net of amount capitalized $66,212 $41,860 Change in unrealized appreciation/depreciation of decommissioning trust assets - $759 See Notes to Financial Statements.
ENTERGY GULF STATES, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $ 6,962,426 $ 6,942,983 Natural gas 45,782 45,789 Steam products 77,558 77,551 Property under capital leases 76,617 77,918 Construction work in progress 164,427 148,043 Nuclear fuel under capital lease 66,439 69,853 ----------- ----------- Total 7,393,249 7,362,137 Less - accumulated depreciation and 2,713,779 2,664,943 amortization ----------- ----------- Utility plant - net 4,679,470 4,697,194 ----------- ----------- Other Property and Investments: Decommissioning trust fund 34,859 32,943 Other - at cost (less accumulated depreciation) 29,230 28,626 ----------- ----------- Total 64,089 61,569 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 7,882 13,751 Temporary cash investments - at cost, which approximates market: Associated companies 61,097 46,336 Other 135,095 174,517 ----------- ----------- Total cash and cash equivalents 204,074 234,604 Accounts receivable: Customer (less allowance for doubtful accounts of $1.6 million in 1996 and 1995) 107,171 110,187 Associated companies 1,391 1,395 Other 16,854 15,497 Accrued unbilled revenues 67,024 73,381 Deferred fuel costs 61,887 31,154 Accumulated deferred income taxes 37,721 43,465 Fuel inventory - at average cost 25,319 32,141 Materials and supplies - at average cost 93,097 91,288 Rate deferrals 95,614 97,164 Prepayments and other 9,676 15,566 ----------- ----------- Total 719,828 745,842 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 203,222 419,904 SFAS 109 regulatory asset-net 370,522 453,628 Unamortized loss on reacquired debt 59,475 61,233 Other regulatory assets 26,718 27,836 Long-term receivables 225,130 224,727 Other 168,119 169,125 ----------- ----------- Total 1,053,186 1,356,453 ----------- ----------- TOTAL $ 6,516,573 $ 6,861,058 =========== =========== See Notes to Financial Statements.
ENTERGY GULF STATES, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 100 shares $ 114,055 $ 114,055 Paid-in capital 1,152,592 1,152,505 Retained earnings 198,228 357,704 ----------- ----------- Total common shareholder's equity 1,464,875 1,624,264 Preference stock 150,000 150,000 Preferred stock: Without sinking fund 136,444 136,444 With sinking fund 83,450 87,654 Long-term debt 2,141,303 2,175,471 ----------- ----------- Total 3,976,072 4,173,833 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 105,638 108,078 Other 81,636 78,245 ----------- ----------- Total 187,274 186,323 ----------- ----------- Current Liabilities: Currently maturing long-term debt 160,425 145,425 Accounts payable: Associated companies 42,574 31,349 Other 124,401 136,528 Customer deposits 22,179 21,983 Taxes accrued 30,437 37,413 Interest accrued 35,375 56,837 Nuclear refueling reserve 6,193 22,627 Obligations under capital lease 37,418 37,773 Other 73,031 86,653 ----------- ----------- Total 532,033 576,588 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 1,084,204 1,177,144 Accumulated deferred investment tax credits 206,805 208,618 Deferred River Bend finance charges 51,957 58,047 Other 478,228 480,505 ----------- ----------- Total 1,821,194 1,924,314 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $ 6,516,573 $ 6,861,058 =========== =========== See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three months ended March 31, 1996, due primarily to increased revenues and decreased other operation and maintenance expenses, partially offset by increased income taxes. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales Detailed below are Entergy Louisiana's operating revenues by source and KWh sales for the three months ended March 31, 1996, and 1995.
Three Months Ended Increase/ Description 1996 1995 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 135.3 $ 111.9 $ 23.4 21 Commercial 86.0 76.0 10.0 13 Industrial 175.6 148.9 26.7 18 Governmental 8.5 7.7 0.8 10 ------- ------- ------ Total retail 405.4 344.5 60.9 18 Sales for resale Associated companies 0.2 0.2 - - Non-associated companies 14.5 10.5 4.0 38 Other (2.3) (1.7) (0.6) 35 ------- ------- ------ Total $ 417.8 $ 353.5 $ 64.3 18 ======= ======= ====== Billed Electric Energy Sales (Millions of KWh): Residential 1,826 1,587 239 15 Commercial 1,092 1,019 73 7 Industrial 4,213 4,079 134 3 Governmental 115 110 5 5 ------- ------- ------ Total retail 7,246 6,795 451 7 Sales for resale Associated companies 3 10 (7) (70) Non-associated companies 233 214 19 9 ------- ------- ------ Total 7,482 7,019 463 7 ======= ======= ======
Electric operating revenues increased for the three months ended March 31, 1996, primarily due to higher fuel adjustment revenues, which do not affect net income, and higher retail sales, partially offset by a decrease in rates. Colder weather and increased customer usage in the first three months of 1996 contributed to the increase in retail sales. A base rate reduction ordered in the second quarter of 1995, and a subsequent settlement of related issues during the fourth quarter of 1995, partially offset the effect of these increases. ENTERGY LOUISIANA, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The changes in electric operating revenues for the three months ended March 31, 1996, are as follows: Three Months Ended Description Increase/(Decrease) (In Millions) Change in base revenues $(13.8) Fuel cost recovery 54.3 Sales volume/weather 20.4 Other revenue (including unbilled) (0.6) Sales for resale 4.0 ------ Total $64.3 ====== Expenses Operating expenses increased for the three months ended March 31, 1996, due primarily to an increase in fuel and purchased power expenses, income taxes, and taxes other than income taxes offset by a decrease in other operation and maintenance expenses and the recording of rate deferrals in 1996. The increase in fuel and purchased power is primarily due to increased energy sales as noted in "Revenues and Sales" above. Income taxes increased for the three months ended March 31, 1996, because of higher pre-tax income. Taxes other than income taxes increased as the result of the expiration of Waterford 3's local property tax exemption in December 1995, and was offset by the recording of the LPSC-approved rate deferral for these taxes discussed in Note 2. Other operation and maintenance expenses decreased for the three months of 1996 due to lower payroll expenses. Payroll expenses decreased as a result of the restructuring program announced and accrued for during 1994 and 1995, which included a reduction in the number of Entergy Louisiana employees throughout 1995 and into 1996. ENTERGY LOUISIANA, INC. STATEMENTS OF INCOME For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- (In Thousands) Operating Revenues $417,767 $353,462 -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 90,680 52,050 Purchased power 100,875 74,995 Nuclear refueling outage expenses 4,000 4,517 Other operation and maintenance 65,770 73,004 Depreciation, amortization, and 41,741 38,507 decommissioning Taxes other than income taxes 19,734 15,716 Income taxes 22,528 18,696 Rate deferrals (6,859) - Amortization of rate deferrals 6,660 6,660 -------- -------- Total 345,129 284,145 -------- -------- Operating Income 72,638 69,317 -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 277 564 Miscellaneous - net 286 372 Income taxes (26) (25) -------- -------- Total 537 911 -------- -------- Interest Charges: Interest on long-term debt 30,717 32,572 Other interest - net 2,336 2,085 Allowance for borrowed funds used during construction (408) (491) -------- -------- Total 32,645 34,166 -------- -------- Net Income 40,530 36,062 Preferred Stock Dividend Requirements and Other 4,915 5,591 -------- -------- Earnings Applicable to Common Stock $35,615 $ 30,471 ======== ======== See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Operating Activities: Net income $40,530 $36,062 Noncash items included in net income: Change in rate deferrals 6,660 6,660 Depreciation, amortization, and decommissioning 41,741 38,507 Deferred income taxes and investment tax credits (4,169) (9,077) Allowance for equity funds used during construction (277) (564) Changes in working capital: Receivables 6,447 26,639 Accounts payable (2,740) (25,464) Taxes accrued 40,406 37,282 Interest accrued (17,143) (7,458) Other working capital accounts (11,327) 633 Decommissioning trust contributions (4,393) (1,204) Other (6,997) 1,708 -------- -------- Net cash flow provided by operating activities 88,738 103,724 -------- -------- Investing Activities: Construction expenditures (26,235) (20,055) Allowance for equity funds used during 277 564 construction -------- -------- Net cash flow used in investing activities (25,958) (19,491) -------- -------- Financing Activities: Proceeds from the issuance of first mortgage bonds 113,994 - Retirement of: First mortgage bonds (35,000) - Other long-term debt (44) (25) Redemption of preferred stock (7,500) (7,500) Changes in short-term borrowings - net (28,468) (7,954) Dividends paid: Common stock (14,400) (55,700) Preferred stock (5,151) (5,491) -------- -------- Net cash flow provided by (used in) financing 23,431 (76,670) activities -------- -------- Net increase in cash and cash equivalents 86,211 7,563 Cash and cash equivalents at beginning of period 34,370 28,718 -------- -------- Cash and cash equivalents at end of period $120,581 $36,281 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $48,555 $40,325 Noncash investing and financing activities: Capital lease obligations incurred - $75 Change in unrealized appreciation/depreciation of decommissioning trust assets ($94) $1,294 See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $ 4,897,057 $ 4,886,898 Property under capital leases 231,121 231,121 Construction work in progress 95,320 87,567 Nuclear fuel under capital lease 63,516 72,864 Nuclear fuel 1,506 1,506 ----------- ----------- Total 5,288,520 5,279,956 Less - accumulated depreciation and 1,774,850 1,742,306 amortization ----------- ----------- Utility plant - net 3,513,670 3,537,650 ----------- ----------- Other Property and Investments: Nonutility property 20,060 20,060 Decommissioning trust fund 43,496 38,560 Investment in subsidiary companies - at equity 14,230 14,230 Other 869 1,113 ----------- ----------- Total 78,655 73,963 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 4,481 3,952 Temporary cash investments - at cost, which approximates market 21,100 30,418 Special deposits 95,000 - ----------- ----------- Total cash and cash equivalents 120,581 34,370 Accounts receivable: Customer (less allowance for doubtful accounts of $1.4 million in 1996 and 1995) 79,780 72,328 Associated companies 1,361 8,033 Other 8,506 8,979 Accrued unbilled revenues 55,378 62,132 Deferred fuel costs 13,984 10,200 Materials and supplies - at average cost 81,375 79,799 Rate deferrals 18,949 25,609 Deferred nuclear refueling outage costs 17,320 21,344 Prepayments and other 9,801 9,118 ----------- ----------- Total 407,035 331,912 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset - net 303,419 301,520 Unamortized loss on reacquired debt 38,474 39,474 Other regulatory assets 31,998 23,935 Other 24,486 23,069 ----------- ----------- Total 398,377 387,998 ----------- ----------- TOTAL $ 4,397,737 $ 4,331,523 =========== =========== See Notes to Financial Statements.
ENTERGY LOUISIANA, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $0.01 par value, authorized 250,000,000 shares; issued and outstanding 165,173,180 shares $ 1,088,900 $ 1,088,900 Capital stock expense and other (4,880) (4,836) Retained earnings 57,564 72,150 ----------- ----------- Total common shareholder's equity 1,141,584 1,156,214 Preferred stock Without sinking fund 160,500 160,500 With sinking fund 92,509 100,009 Long-term debt 1,389,283 1,385,171 ----------- ----------- Total 2,783,876 2,801,894 ----------- ----------- Other Noncurrent Liabilities: Obligations under capital leases 35,516 43,362 Other 51,840 50,835 ----------- ----------- Total 87,356 94,197 ----------- ----------- Current Liabilities: Currently maturing long-term debt 111,258 35,260 Notes payable Associated companies 47,991 61,459 Other - 15,000 Accounts payable: Associated companies 40,695 37,494 Other 63,981 69,922 Customer deposits 57,275 56,924 Taxes accrued 59,018 18,612 Accumulated deferred income taxes 3,403 3,366 Interest accrued 27,059 44,202 Dividends declared 40,713 5,149 Obligations under capital leases 28,000 28,000 Other 7,738 17,397 ----------- ----------- Total 487,131 392,785 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 806,422 807,278 Accumulated deferred investment tax credits 144,145 145,561 Deferred interest - Waterford 3 lease obligation 24,145 23,947 Other 64,662 65,861 ----------- ----------- Total 1,039,374 1,042,647 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $ 4,397,737 $ 4,331,523 ============ ============ See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three months ended March 31, 1996, primarily due to an increase in electric operating revenues and a decrease in other operation and maintenance expenses, partially offset by an increase in income tax expense. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales Detailed below are Entergy Mississippi's operating revenues by source and KWh sales for the three months ended March 31, 1996, and 1995:
Three Months Ended Increase/ Description 1996 1995 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 77.5 $ 67.1 $ 10.4 15 Commercial 62.3 55.6 6.7 12 Industrial 40.8 40.2 0.6 1 Governmental 6.9 6.5 0.4 6 ------- -------- -------- Total retail 187.5 169.4 18.1 11 Sales for resale Associated companies 13.6 6.6 7.0 106 Non-associated companies 5.3 4.2 1.1 26 Other (2.5) 0.4 (2.9) * ------- -------- -------- Total $ 203.9 $ 180.6 $ 23.3 13 ======== ======== ======== Billed Electric Energy Sales (Millions of KWh): Residential 1,055 933 122 13 Commercial 777 724 53 7 Industrial 694 723 (29) (4) Governmental 81 78 3 4 ------- -------- -------- Total retail 2,607 2,458 149 6 Sales for resale Associated companies 269 159 110 69 Non-associated companies 116 141 (25) (18) ------- -------- -------- Total 2,992 2,758 234 8 ======== ======== ========
* - Greater than 200%. Electric operating revenues increased for the three months ended March 31, 1996, due to an increase in revenues from the Grand Gulf 1 rate rider, the fuel adjustment clause, and electric sales. In connection with an annual MPSC review, in October 1995, Entergy Mississippi's Grand Gulf 1 rate rider was adjusted upward as a result of its undercollection of Grand Gulf 1 costs. Therefore, Grand Gulf 1 rate rider revenues for the three months ended March 31, 1996, were greater than revenues for the same period last year. Fuel adjustment clause revenues increased due to higher fuel costs, as discussed below. The increase in retail sales volume is primarily attributed to colder than normal ENTERGY MISSISSIPPI, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS weather during the first three months of 1996 compared to the same period in 1995. Sales for resale, specifically sales to associated companies, increased primarily due to changes in the generation requirements and availability among the operating companies. The changes in electric operating revenues for the three months ended March 31, 1996, are as follows: Three Months Ended Description Increase/(Decrease) (In Millions) Change in base revenues $(0.8) Grand Gulf rate rider 4.2 Fuel cost recovery 8.4 Sales volume/weather 4.6 Other revenue (including unbilled) (1.2) Sales for resale 8.1 ----- Total $23.3 ===== Expenses Fuel and purchased power expenses increased for the three months ended March 31, 1996, due to an increase in the demand for gas caused by the colder than normal weather and the resulting shortage of this fuel. The gas shortage in combination with Entergy Mississippi's need to burn excess oil inventory resulted in increased oil-fired generation during the first three months of 1996. Oil tends to be a more expensive fuel than gas or coal. Other operation and maintenance expenses decreased for the three months ended March 31, 1996, due to lower payroll expenses. Payroll expenses decreased as a result of the restructuring programs announced and accrued for during 1994 and 1995, which included a reduction in the number of Entergy Mississippi employees throughout 1995 and into 1996. Income taxes increased for the three months ended March 31, 1996, primarily due to a higher pretax income resulting from increased revenue and reduced other operation and maintenance expenses. Rate deferrals charged against operating expenses in 1996 represent the deferral of Entergy Mississippi's portion of the proposed System Energy rate increase. In December 1995, Entergy Mississippi received an order from the MPSC to defer such costs. The deferral will end once a final order is issued by the FERC in the System Energy request for a rate increase. Entergy Mississippi will amortize the deferral of the actual FERC authorized rate increase over 48 months beginning October 1998. The amortization of rate deferrals increased for the three months ended March 31, 1996, in accordance with the Grand Gulf 1 related deferral plan. The plan allows for the recovery of more Grand Gulf 1-related costs in 1996 than in 1995. ENTERGY MISSISSIPPI, INC. STATEMENTS OF INCOME For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- (In Thousands) Operating Revenues $203,902 $180,559 -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 39,746 30,389 Purchased power 67,312 57,044 Other operation and maintenance 27,649 32,218 Depreciation and amortization 10,027 9,397 Taxes other than income taxes 9,585 10,589 Income taxes 6,016 3,363 Rate deferrals (7,151) - Amortization of rate deferrals 26,264 15,289 -------- -------- Total 179,448 158,289 -------- -------- Operating Income 24,454 22,270 -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 273 259 Miscellaneous - net (78) 61 Income taxes 30 (23) -------- -------- Total 225 297 -------- -------- Interest Charges: Interest on long-term debt 11,039 11,092 Other interest - net 940 1,906 Allowance for borrowed funds used during construction (224) (205) -------- -------- Total 11,755 12,793 -------- -------- Net Income 12,924 9,774 Preferred Stock Dividend Requirements and Other 1,248 1,707 -------- -------- Earnings Applicable to Common Stock $ 11,676 $ 8,067 ======== ======== See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Operating Activities: Net income $12,924 $9,774 Noncash items included in net income: Change in rate deferrals 31,475 14,755 Depreciation and amortization 10,027 9,397 Deferred income taxes and investment tax credits (7,907) (3,740) Allowance for equity funds used during construction (273) (259) Changes in working capital: Receivables 4,269 14,012 Fuel inventory 1,055 (1,892) Accounts payable 4,350 10,730 Taxes accrued (10,253) (9,035) Interest accrued (9,419) (7,887) Other working capital accounts 4,977 10,856 Other (11,501) 5,129 -------- -------- Net cash flow provided by operating activities 29,724 51,840 -------- -------- Investing Activities: Construction expenditures (19,297) (12,275) Allowance for equity funds used during construction 273 259 -------- -------- Net cash flow used in investing activities (19,024) (12,016) -------- -------- Financing Activities: Retirement of: General and refunding mortgage bonds - (40,000) First mortgage bonds (25,000) - Redemption of preferred stock (8,000) (8,000) Changes in short-term borrowings - net 17,436 12,319 Dividends paid: Common stock (7,700) (8,300) Preferred stock (1,392) (1,790) -------- -------- Net cash flow used in financing activities (24,656) (45,771) -------- -------- Net decrease in cash and cash equivalents (13,956) (5,947) Cash and cash equivalents at beginning of period 16,945 9,598 -------- -------- Cash and cash equivalents at end of period $2,989 $3,651 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $20,860 $20,278 Income taxes $4,932 $1,600 See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $ 1,563,264 $ 1,559,955 Construction work in progress 63,943 55,443 ----------- ----------- Total 1,627,207 1,615,398 ----------- ----------- Less - accumulated depreciation and 616,324 613,712 amortization ----------- ----------- Utility plant - net 1,010,883 1,001,686 ----------- ----------- Other Property and Investments: Investment in subsidiary companies - at equity 5,531 5,531 Other 5,613 5,615 ----------- ----------- Total 11,144 11,146 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 2,989 2,574 Temporary cash investments - at cost, which approximates market: Associated companies - 3,248 Other - 11,123 ----------- ----------- Total cash and cash equivalents 2,989 16,945 Accounts receivable: Customer (less allowance for doubtful accounts of $1.6 million in 1996 and 1995) 48,090 46,214 Associated companies 4,639 1,134 Other 458 1,967 Accrued unbilled revenues 39,009 47,150 Fuel inventory - at average cost 5,626 6,681 Materials and supplies - at average cost 19,431 19,233 Rate deferrals 134,866 130,622 Prepayments and other 5,682 11,536 ----------- ----------- Total 260,790 281,482 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 211,353 247,072 SFAS 109 regulatory asset - net 8,504 6,445 Unamortized loss on reacquired debt 9,892 10,105 Other regulatory assets 30,164 17,736 Other 6,472 6,311 ----------- ----------- Total 266,385 287,669 ----------- ----------- TOTAL $ 1,549,202 $ 1,581,983 ============ ============ See Notes to Financial Statements.
ENTERGY MISSISSIPPI, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 15,000,000 shares; issued and outstanding 8,666,357 shares $ 199,326 $ 199,326 Capital stock expense and other (243) (218) Retained earnings 226,139 231,463 ----------- ----------- Total common shareholder's equity 425,222 430,571 Preferred stock Without sinking fund 57,881 57,881 With sinking fund 8,770 16,770 Long-term debt 494,932 494,404 ----------- ----------- Total 986,805 999,626 ----------- ----------- Other Noncurrent Liabilities 10,027 11,625 ----------- ----------- Current Liabilities: Currently maturing long-term debt 36,015 61,015 Notes payable - associated companies 17,436 - Accounts payable: Associated companies 34,581 24,391 Other 26,260 32,100 Customer deposits 24,958 24,339 Taxes accrued 18,386 28,639 Accumulated deferred income taxes 55,713 54,090 Interest accrued 12,415 21,834 Other 14,733 6,875 ----------- ----------- Total 240,497 253,283 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 273,378 278,581 Accumulated deferred investment tax credits 26,553 27,978 Other 11,942 10,890 ----------- ----------- Total 311,873 317,449 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $ 1,549,202 $ 1,581,983 =========== =========== See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income increased for the three months ended March 31, 1996, due primarily to higher electric and gas revenues. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues and Sales" and "Expenses" below. Revenues and Sales Detailed below are Entergy New Orleans' electric operating revenues by source and KWh sales for the three months ended March 31, 1996, and 1995.
Three Months Ended Increase/ Description 1996 1995 (Decrease) % (In Millions) Electric Operating Revenues: Residential $ 27.3 $ 21.8 $ 5.5 25 Commercial 33.2 32.5 0.7 2 Industrial 5.6 5.1 0.5 10 Governmental 12.2 10.7 1.5 14 ------- ------- ------- Total retail 78.3 70.1 8.2 12 Sales for resale Associated companies 1.9 1.3 0.6 46 Non-associated companies 2.5 1.9 0.6 32 Other (2.4) 4.8 (7.2) (150) ------- ------- ------- Total $ 80.3 $ 78.1 $ 2.2 3 ======= ======= ======= Billed Electric Energy Sales (Millions of KWh): Residential 391 352 39 11 Commercial 465 440 25 6 Industrial 111 123 (12) (10) Governmental 212 210 2 1 ------- ------- ------- Total retail 1,179 1,125 54 5 Sales for resale Associated companies 45 66 (21) (32) Non-associated companies 52 60 (8) (13) ------- ------- ------- Total 1,276 1,251 25 2 ======= ======= =======
Electric operating revenues increased for the three months ended March 31, 1996, principally because of an increase in fuel adjustment revenues and retail energy sales. Fuel adjustment revenues increased due to the higher energy sales and higher fuel prices. The majority of the retail sales increase resulted from colder weather in the first three months of 1996 than in the same period in 1995. ENTERGY NEW ORLEANS, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The changes in electric operating revenues for the three months ended March 31, 1996, are as follows: Three Months Ended Description Increase/(Decrease) (In Millions) Change in base revenues $(5.5) Fuel cost recovery 6.7 Sales volume/weather 3.0 Other revenue (including unbilled) (3.2) Sales for resale 1.2 ----- Total $ 2.2 ===== For the three months ended March 31, 1996, gas operating revenues increased due primarily to increased gas sales as a result of the colder winter and a higher unit purchase price for gas purchased for resale. Expenses Operating expenses increased for the three months ended March 31, 1996, due primarily to increases in fuel expense, gas purchased for resale, and purchased power expense, partially offset by the recording of rate deferrals in 1996. Fuel expense increased due to significantly higher prices for gas used in generation as a result of widespread cold weather in 1996. Gas purchased for resale increased as a result of higher gas sales and a higher unit purchase price, which was caused by the increased demand for gas due to the weather. Purchased power expense increased in the first three months of 1996, as a result of additional power being purchased due primarily to changes in generation availability among the operating companies, partially offset by a decrease in the cost of the power purchased. The rate deferrals recorded were associated with the deferral of costs related to least cost planning, which are expected to be recovered in future rates and the deferral of a portion of the System Energy rate increase being billed to Entergy New Orleans. See Note 2 for a discussion of Entergy New Orleans' deferral of the System Energy rate increase. ENTERGY NEW ORLEANS, INC. STATEMENTS OF INCOME For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- (In Thousands) Operating Revenues: Electric $80,291 $78,140 Natural gas 42,597 30,746 ------- ------- Total 122,888 108,886 ------- ------- Operating Expenses: Operation and maintenance: Fuel, fuel-related expenses, and gas purchased for resale 41,436 30,978 Purchased power 38,739 29,682 Other operation and maintenance 16,424 16,753 Depreciation and amortization 4,971 4,828 Taxes other than income taxes 6,863 7,227 Income taxes 3,985 3,275 Rate deferrals (5,793) - Amortization of rate deferrals 4,496 5,280 ------- ------- Total 111,121 98,023 ------- ------- Operating Income 11,767 10,863 ------- ------- Other Income (Deductions): Allowance for equity funds used during construction 74 26 Miscellaneous - net 774 416 Income taxes (298) (160) ------- ------- Total 550 282 ------- ------- Interest Charges: Interest on long-term debt 4,059 4,329 Other interest - net 282 592 Allowance for borrowed funds used during construction (59) (21) ------- ------- Total 4,282 4,900 ------- ------- Net Income 8,035 6,245 Preferred Stock Dividend Requirements and Other 241 400 ------- ------- Earnings Applicable to Common Stock $ 7,794 $ 5,845 ======= ======= See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Operating Activities: Net income $8,035 $6,245 Noncash items included in net income: Change in rate deferrals 7,565 6,382 Depreciation and amortization 4,971 4,828 Deferred income taxes and investment tax credits 2,270 (3,309) Allowance for equity funds used during (74) (26) Changes in working capital: Receivables 5,675 3,091 Accounts payable (5,397) 3,676 Taxes accrued 2,584 (30) Interest accrued (2,917) (955) Income tax refund - 6,531 Other working capital accounts (18,263) (4,680) Other (7,339) (3,175) -------- -------- Net cash flow provided by (used in) operating (2,890) 18,578 activities -------- -------- Investing Activities: Construction expenditures (7,919) (5,028) Allowance for equity funds used during construction 74 26 -------- -------- Net cash flow used in investing activities (7,845) (5,002) -------- -------- Financing Activities: Proceeds from the issuance of general and refunding mortgage bonds 39,608 - Retirement of: First mortgage bonds (23,250) - General and refunding mortgage bonds - (9,200) Redemption of preferred stock - (1,500) Dividends paid: Common stock (3,300) - Preferred stock (482) (413) -------- -------- Net cash flow provided by (used in) financing 12,576 (11,113) activities -------- -------- Net increase in cash and cash equivalents 1,841 2,463 Cash and cash equivalents at beginning of period 49,746 8,031 -------- -------- Cash and cash equivalents at end of period $51,587 $10,494 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $7,054 $5,702 See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $ 483,427 $ 483,581 Natural gas 122,137 121,083 Construction work in progress 21,850 17,525 ----------- ----------- Total 627,414 622,189 Less - accumulated depreciation and 337,044 335,021 amortization ----------- ----------- Utility plant - net 290,370 287,168 ----------- ----------- Other Property and Investments: Investment in subsidiary companies - at equity 3,259 3,259 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 1,105 1,693 Temporary cash investments - at cost, which approximates market: Associated companies 17,120 10,860 Other 33,362 37,193 ----------- ----------- Total cash and cash equivalents 51,587 49,746 Accounts receivable: Customer (less allowance for doubtful accounts of $0.5 million in 1996 and $0.8 million in 27,761 29,168 1995) Associated companies 149 551 Other 498 843 Accrued unbilled revenues 13,721 17,242 Deferred electric fuel and resale gas costs 14,651 2,647 Materials and supplies - at average cost 9,213 8,950 Rate deferrals 36,320 35,191 Prepayments and other 11,021 4,529 ----------- ----------- Total 164,921 148,867 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: Rate deferrals 129,222 137,916 SFAS 109 regulatory asset-net 7,291 6,813 Unamortized loss on reacquired debt 1,825 1,932 Other regulatory assets 10,153 9,204 Other 1,338 1,047 ----------- ----------- Total 149,829 156,912 ----------- ----------- TOTAL $ 608,379 $ 596,206 =========== =========== See Notes to Financial Statements.
ENTERGY NEW ORLEANS, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, $4 par value, authorized 10,000,000 shares; issued and outstanding 8,435,900 shares $ 33,744 $ 33,744 Paid-in capital 36,294 36,306 Retained earnings subsequent to the elimination of the accumulated deficit on November 30, 1988 80,155 81,261 ----------- ----------- Total common shareholder's equity 150,193 151,311 Preferred stock - without sinking fund 19,780 19,780 Long-term debt 168,839 155,958 ----------- ----------- Total 338,812 327,049 ----------- ----------- Other Noncurrent Liabilities 18,267 17,745 ----------- ----------- Current Liabilities: Currently maturing long-term debt 42,000 38,250 Accounts payable: Associated companies 7,366 13,851 Other 25,762 24,674 Customer deposits 18,291 18,214 Accumulated deferred income taxes 16,218 9,174 Taxes accrued 8,138 5,554 Interest accrued 2,194 5,111 Dividends declared 5,600 482 Other 14,282 13,863 ----------- ----------- Total 139,851 129,173 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 77,517 81,654 Accumulated deferred investment tax credits 8,459 8,618 Other 25,473 31,967 ----------- ----------- Total 111,449 122,239 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $ 608,379 $ 596,206 =========== =========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Net Income Net income for the three months ended March 31, 1996, remained relatively unchanged as compared to the same period for 1995. Significant factors affecting the results of operations and causing variances between the three months ended March 31, 1996, and 1995 are discussed under "Revenues" and "Expenses" below. Revenues Operating revenues recover operating expenses, depreciation, and capital costs attributable to Grand Gulf 1. Capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf 1 and adding to such amount System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf 1. Operating revenues were higher for the three months ended March 31, 1996, due primarily to increased depreciation, amortization, and decommissioning expenses. The increase was the result of an increase in decommissioning costs and increased depreciation rates as reflected in the 1995 System Energy FERC rate increase filing, subject to refund. See Note 2 for a discussion of the proposed rate increase. Expenses Operating expenses increased for the three months ended March 31, 1996, due to an increase in depreciation, amortization, and decommissioning expenses and income tax expenses, partially offset by a decrease in nuclear refueling outage expenses and other operation and maintenance expenses. Depreciation, amortization, and decommissioning expenses increased for the three months ended March 31, 1996, due to an increase in depreciation of electric plant in service and decommissioning charges as discussed in "Revenues" above. Total income taxes increased for the three months ended March 31, 1996 as a result of higher pre-tax income. The decrease in nuclear refueling outage expense was attributed to the effect of refueling outage expenses incurred in the first quarter of 1995. The decrease in other operation and maintenance expenses is due to timing differences in construction expenditures. SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF INCOME For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 ------- ------- (In Thousands) Operating Revenues $156,424 $151,664 -------- -------- Operating Expenses: Operation and maintenance: Fuel and fuel-related expenses 12,840 12,335 Nuclear refueling outage expenses 308 2,281 Other operation and maintenance 21,433 25,099 Depreciation, amortization, and decommissioning 31,999 25,398 Taxes other than income taxes 6,906 7,174 Income taxes 20,692 19,305 -------- -------- Total 94,178 91,592 -------- -------- Operating Income 62,246 60,072 -------- -------- Other Income (Deductions): Allowance for equity funds used during construction 350 480 Miscellaneous - net 839 725 Income taxes (315) 551 -------- -------- Total 874 1,756 -------- -------- Interest Charges: Interest on long-term debt 37,953 37,434 Other interest - net 1,991 2,333 Allowance for borrowed funds used during construction (354) (504) -------- -------- Total 39,590 39,263 -------- -------- Net Income $ 23,530 $ 22,565 ======== ======== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1996 and 1995 (Unaudited)
1996 1995 -------- -------- (In Thousands) Operating Activities: Net income $23,530 $22,565 Noncash items included in net income: Depreciation, amortization, and decommissioning 31,999 25,398 Deferred income taxes and investment tax credits (8,897) (5,501) Allowance for equity funds used during construction (350) (480) Changes in working capital: Receivables (2,870) (95,228) Accounts payable 17,326 39,786 Taxes accrued 13,735 12,510 Interest accrued (10,825) (2,660) Other working capital accounts (4,711) (23,839) Decommissioning trust contributions (2,131) (1,304) FERC Settlement - refund obligation (956) - Provision for estimated losses and reserves 13,954 - Other (2,137) 2,574 -------- -------- Net cash flow provided by (used in) operating 67,667 (26,179) activities -------- -------- Investing Activities: Construction expenditures (1,384) (7,734) Allowance for equity funds used during construction 350 480 Nuclear fuel purchases (733) - -------- -------- Net cash flow used in investing activities (1,767) (7,254) -------- -------- Financing Activities: Proceeds from the issuance of long-term debt 89,192 - Retirement of long-term debt (92,700) - Changes in short-term borrowings - net (2,990) - Common stock dividends paid (23,300) - -------- -------- Net cash flow used in financing activities (29,798) - -------- -------- Net increase (decrease) in cash and cash equivalents 36,102 (33,433) Cash and cash equivalents at beginning of period 240 89,703 -------- -------- Cash and cash equivalents at end of period $36,342 $56,270 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest - net of amount capitalized $48,911 $40,903 Noncash investing and financing activities: Capital lease obligation incurred - $27,653 Change in unrealized appreciation/depreciation of decommissioning trust assets $192 $1,685 See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited)
1996 1995 ----------- ----------- (In Thousands) ASSETS Utility Plant: Electric $ 2,983,843 $ 2,977,303 Electric plant under lease 445,155 444,305 Construction work in progress 29,931 35,946 Nuclear fuel under capital lease 62,033 71,374 ----------- ----------- Total 3,520,962 3,528,928 Less - accumulated depreciation and 890,222 861,752 amortization ----------- ----------- Utility plant - net 2,630,740 2,667,176 ----------- ----------- Other Property and Investments: Decommissioning trust fund 43,770 40,927 ----------- ----------- Current Assets: Cash and cash equivalents: Cash 192 240 Temporary cash investments - at cost, which approximates market: Associated companies 12,259 - Other 23,891 - ----------- ----------- Total cash and cash equivalents 36,342 240 Accounts receivable: Associated companies 75,532 72,458 Other 4,633 4,837 Materials and supplies - at average cost 68,398 67,661 Prepayments and other 19,217 16,050 ----------- ----------- Total 204,122 161,246 ----------- ----------- Deferred Debits and Other Assets: Regulatory assets: SFAS 109 regulatory asset-net 284,507 291,181 Unamortized loss on reacquired debt 55,716 52,702 Other regulatory assets 203,053 203,731 Other 14,388 14,049 ----------- ----------- Total 557,664 561,663 ----------- ----------- TOTAL $ 3,436,296 $ 3,431,012 =========== =========== See Notes to Financial Statements.
SYSTEM ENERGY RESOURCES, INC. BALANCE SHEETS March 31, 1996 and December 31, 1995 (Unaudited) 1996 1995 ----------- ----------- (In Thousands) CAPITALIZATION AND LIABILITIES Capitalization: Common stock, no par value, authorized 1,000,000 shares; issued and outstanding 789,350 shares $ 789,350 $ 789,350 Paid-in capital - 7 Retained earnings 75,151 85,920 ----------- ----------- Total common shareholder's equity 864,501 875,277 Long-term debt 1,221,152 1,219,917 ----------- ----------- Total 2,085,653 2,095,194 Other Noncurrent Liabilities: Obligations under capital leases 34,033 44,107 Other 31,767 16,068 ----------- ----------- Total 65,800 60,175 ----------- ----------- Current Liabilities: Currently maturing long-term debt 250,000 250,000 Notes payable-associated companies - 2,990 Accounts payable: Associated companies 16,033 17,458 Other 37,814 19,063 Taxes accrued 86,383 72,648 Interest accrued 25,918 36,743 Dividends declared 11,000 - Obligations under capital lease 28,000 28,000 Other 3,404 4,211 ----------- ----------- Total 458,552 431,113 ----------- ----------- Deferred Credits: Accumulated deferred income taxes 586,471 602,182 Accumulated deferred investment tax credits 106,250 107,119 FERC Settlement - refund obligation 55,892 56,848 Other 77,678 78,381 ----------- ----------- Total 826,291 844,530 ----------- ----------- Commitments and Contingencies (Notes 1 and 2) TOTAL $ 3,436,296 $ 3,431,012 =========== =========== See Notes to Financial Statements.
ENTERGY CORPORATION AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. COMMITMENTS AND CONTINGENCIES Cajun - River Bend (Entergy Corporation and Entergy Gulf States) Entergy Gulf States has significant business relationships with Cajun, including co-ownership of River Bend (operated by Entergy Gulf States) and Big Cajun 2, Unit 3 (operated by Cajun). Entergy Gulf States and Cajun, respectively, own 70% and 30% undivided interests in River Bend and 42% and 58% undivided interests in Big Cajun 2, Unit 3. These relationships have spawned a number of significant and long-standing disputes and claims between the parties. In a recent development, as more fully described below, a preliminary agreement setting forth terms for the resolution of such disputes has been reached by Entergy Gulf States, the Bankruptcy Trustee for Cajun, and the Rural Utilities Service (RUS). In June 1989, Cajun filed a civil action against Entergy Gulf States in the United States District Court for the Middle District of Louisiana (District Court). Cajun's complaint seeks to annul, rescind, terminate, and/or dissolve the Joint Ownership Participation and Operating Agreement (Operating Agreement) entered into on August 28, 1979 relating to River Bend. The suit also seeks to recover Cajun's alleged $1.6 billion investment in the unit plus attorneys' fees, interest, and costs. Two member cooperatives of Cajun have brought an independent action to declare the Operating Agreement void, based upon their failure to get prior LPSC approval alleged to be necessary. Entergy Gulf States believes the suits are without merit and is contesting them vigorously. A trial on the portion of the suit by Cajun to rescind the Operating Agreement began in April 1994 and was completed in March 1995. On October 24, 1995, the District Court issued a memorandum opinion ruling in favor of Entergy Gulf States. The District Court found that Cajun had not proved that Entergy Gulf States fraudulently induced it to execute the Operating Agreement and that Cajun failed to timely assert its claim. A final judgment on this portion of the suit will not be entered until all claims asserted by Cajun have been heard. The trial of the second portion of the suit was previously scheduled to begin on July 2, 1996. If the ultimate outcome of this litigation requires Entergy Gulf States to pay substantial damages, it would probably be unable to make such payments and could be forced to seek relief from its creditors under the United States Bankruptcy Code. Cajun has not paid its full share of capital costs, operating and maintenance expenses, and other costs for repairs and improvements to River Bend since 1992. Cajun's unpaid portion of River Bend operating and maintenance expenses (including nuclear fuel) and capital costs for the first three months of 1996 was approximately $22.1 million. The cumulative cost to Entergy Gulf States resulting from Cajun's failure to pay its full share of River Bend-related costs, reduced by the proceeds from the sale by Entergy Gulf States of Cajun's share of River Bend power, and payments into the registry of the District Court for Entergy Gulf States' portion of expenses for Big Cajun 2, Unit 3, was $29.1 million as of March 31, 1996, compared with $31.1 million as of December 31, 1995. Cajun's unpaid portion of the River Bend related costs is reflected in long-term receivables with an offsetting reserve in other deferred credits. Cajun's bankruptcy may affect the ultimate collectibility of the amounts owed to Entergy Gulf States, including any amounts that may be awarded in litigation. Cajun continues to pay its share of decommissioning costs for River Bend. See Note 8 of Entergy's Form 10-K for additional information regarding the Cajun litigation, Cajun's December 21, 1994 bankruptcy filing, related filings, and the ongoing potential effects of these matters upon Entergy Gulf States. In the bankruptcy proceedings, Cajun filed a motion on January 10, 1995, to reject the Operating Agreement as a burdensome executory contract. Entergy Gulf States responded on January 10, 1995, with a memorandum opposing Cajun's motion. Should the court grant Cajun's motion to reject the Operating Agreement, Cajun would be relieved of its financial obligations under the contract, while Entergy Gulf States would likely have a substantial damage claim arising from any such rejection. Although Entergy Gulf States believes that Cajun's motion to reject the Operating Agreement is without merit, it is not possible to predict the outcome of these proceedings. On March 8, 1996, Southwestern Electric Power Company (SWEPCO), Entergy Gulf States, and certain member cooperatives of Cajun filed a joint proposal to bring an end to the Cajun bankruptcy proceeding. The proposal was submitted in response to a bid procedure established by the Cajun bankruptcy trustee. On April 22, 1996, the Cajun bankruptcy trustee filed a plan of reorganization with the bankruptcy court based on the proposal of two non-affiliated companies to take over the non-nuclear operations of Cajun. The timing and completion of the reorganization plan depends on bankruptcy court approval and any required regulatory approvals. On April 26, 1996, Entergy Gulf States, the Cajun bankruptcy trustee, and the RUS, Cajun's largest creditor, agreed to terms for the settlement of all disputes between Cajun and Entergy Gulf States. The terms include, but are not limited to, the following: (i) Cajuns' interest in River Bend will be turned over to the RUS, which will have the option to retain the interest, sell it to a third party, or transfer it to Entergy Gulf States at no cost; (ii) Cajun will set aside a total of $125 million for the decommissioning of its interest in River Bend; (iii) Cajun will transfer certain transmission assets to Entergy Gulf States; (iv) Cajun will settle transmission disputes and be released from claims for payment under transmission arrangements with Entergy Gulf States as discussed under "Cajun - Transmission Service" below; and (v) all funds paid by Entergy Gulf States into the registry of the District Court will be returned to Entergy Gulf States. The settlement is subject to approvals by the RUS, the Board of Directors of Entergy Corporation and Entergy Gulf States, the U.S. Bankruptcy Court, and appropriate regulatory agencies. Cajun - Transmission Service (Entergy Corporation and Entergy Gulf States) Entergy Gulf States and Cajun are parties to FERC proceedings relating to transmission service charge disputes. See Note 8 in Entergy's Form 10-K for additional information regarding these FERC proceedings, FERC orders issued as a result of such proceedings, and the potential effects of these proceedings upon Entergy Gulf States. Under Entergy Gulf States' interpretation of a 1992 FERC order, as modified by FERC's August 3, 1995, and October 2, 1995 orders, Cajun would owe Entergy Gulf States approximately $66.3 million as of March 31, 1996. Entergy Gulf States further estimates that if it were to prevail in its May 1992 motion for rehearing and on certain other issues decided adversely to Entergy Gulf States in the February 1995, August 1995, and October 1995 FERC orders, which Entergy Gulf States has appealed, Cajun would owe Entergy Gulf States approximately $146.6 million as of March 31, 1996. If Cajun were to prevail in its May 1992 motion for rehearing to FERC, and if Entergy Gulf States were not to prevail in its May 1992 motion for rehearing to FERC, and if Cajun were to prevail in appealing FERC's August and October 1995 orders, Entergy Gulf States estimates it would owe Cajun approximately $99.5 million as of March 31, 1996. The above amounts are exclusive of a $7.3 million payment by Cajun on December 31, 1990, which the parties agreed to apply to the disputed transmission service charges. Pending FERC's ruling on the May 1992 motions for rehearing, Entergy Gulf States has continued to bill Cajun utilizing the historical billing methodology and has recorded underpaid transmission charges, including interest, in the amount of $138.9 million as of March 31, 1996. This amount is reflected in long-term receivables with an offsetting reserve in other deferred credits. Cajun's bankruptcy may affect Entergy Gulf States' collection of the above amounts. FERC has determined that the collection of the pre- petition debt of Cajun is an issue properly decided in the bankruptcy proceeding. Refer to "Cajun - River Bend Litigation" above for a discussion of the potential settlement of the Cajun and Entergy Gulf States disputes. Capital Requirements and Financing (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy) See Note 8 to Entergy's Form 10-K for information on the operating companies' and System Energy's construction expenditures (excluding nuclear fuel) for the years 1996, 1997, and 1998, and long- term debt and preferred stock maturities and cash sinking fund requirements for the period 1996-1998. Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy) See Note 8 to Entergy's Form 10-K for information on nuclear liability, property and replacement power insurance, related NRC regulations, the disposal of spent nuclear fuel, other high-level radioactive waste, and decommissioning costs associated with ANO, River Bend, Waterford 3, and Grand Gulf 1. The SEC has questioned certain of the financial accounting practices of the electric utility industry regarding the recognition, measurement, and classification of decommissioning costs for nuclear plants in the financial statements of electric utilities. In response to these questions, the FASB has been reviewing the accounting for decommissioning and has expanded the scope of its review to include liabilities related to the closure and removal of all long-lived assets. An exposure draft of the proposed SFAS (which is proposed to be effective in 1997) was issued in February 1996. The proposed SFAS would require measurement of the liability for closure and removal of long-lived assets (including decommissioning) based on discounted future cash flows. Those future cash flows should be determined by estimating current costs and adjusting for inflation, efficiencies that may be gained from experience with similar activities, and consideration of reasonable future advances in technology. It also would require that changes in the decommissioning/closure cost liability resulting from changes in assumptions should be recognized with a corresponding adjustment to the plant asset, and depreciation should be revised prospectively. The proposed SFAS states that the initial recognition of the decommissioning/closure cost liability would result in an asset that should be presented with other plant costs on the financial statements because the cost of decommissioning/closing the plant would be recognized as part of the total cost of the plant asset. In addition there would be a regulatory asset recognized on the financial statements to the extent the initial decommissioning/closure liability has increased due to the passage of time, and such costs are probable of future recovery. If current electric utility industry accounting practices with respect to nuclear decommissioning and other closure costs are changed, annual provisions for such costs could increase, the estimated cost for decommissioning/closure could be recorded as a liability rather than as accumulated depreciation, and trust fund income from decommissioning trusts could be reported as investment income rather than as a reduction to decommissioning expense. ANO Matters (Entergy Corporation and Entergy Arkansas) See Note 8 to Entergy's Form 10-K for information on cracks in certain steam generator tubes at ANO 2 that were discovered and repaired during an outage in March 1992. Further inspections and repairs were conducted at subsequent refueling and mid-cycle outages, including the most recent refueling outage in October 1995. During the October 1995 inspection, additional cracks in the tubes were discovered. ANO 2's output has been reduced 23 megawatts due to steam generator fouling and tube plugging. The unit may be approaching the current limit for the number of steam generator tubes that can be plugged with the unit in operation. If the established limit is reached, Entergy Operations could be required during future outages to insert sleeves in some of the steam generator tubes that were previously plugged. Entergy Operations is in the process of gathering information and assessing various options for the repair or the replacement of ANO 2's steam generators. Certain of these options could, in the future, require significant capital expenditures and result in additional outages. However, a decision as to the repair or replacement of ANO 2's steam generators is not expected prior to 1997. Entergy Operations periodically meets with the NRC to discuss the results of inspections of the generator tubes, as well as the timing of future inspections. Environmental Issues (Entergy Arkansas) In May 1995, Entergy Arkansas was named as a defendant in a suit by Reynolds Metals Company (Reynolds), seeking to recover a share of the costs associated with the clean-up of hazardous substances at a site south of Arkadelphia, Arkansas. Reynolds alleges that it has spent $11.2 million to clean-up the site, and that the site was contaminated with polychlorinated biphenyls for which Entergy Arkansas bears some responsibility. Entergy Arkansas, voluntarily, at its expense, completed remediation at a nearby substation site and believes that it has no liability for contamination at the site that is subject to the Reynolds suit and is contesting the lawsuit. Regardless of the outcome, Entergy Arkansas not believe this matter would have a materially adverse effect on its financial condition or results of operations. See "Environmental Regulation" in Item 1 of Part I of Entergy's Form 10-K for information on polychlorinated biphenyls contamination at former Reynolds plant sites in Arkansas to which Entergy Arkansas had supplied power. (Entergy Gulf States) Entergy Gulf States has been designated as a potentially responsible party for the clean-up of certain hazardous waste disposal sites. Entergy Gulf States is currently negotiating with the EPA and state authorities regarding the clean-up of certain of these sites. Through March 31, 1996, $7.9 million has been expended on the clean-up. As of March 31, 1996, a remaining recorded liability of $21.7 million existed relating to the clean-up of the sites at which Entergy Gulf States has been designated a potentially responsible party. See Note 8 to Entergy's Form 10-K for additional discussion of the sites where Entergy Gulf States has been designated as a potentially responsible party by the EPA and related litigation. (Entergy Louisiana) During 1993, the Louisiana Department of Environmental Quality issued new rules for solid waste regulation, including regulation of waste water impoundments. Entergy Louisiana has determined that certain of its power plant waste water impoundments were affected by these regulations and chose to upgrade or close them. A remaining recorded liability in the amount of $10.2 million existed at March 31, 1996, for waste water upgrades and closures to be completed by the end of 1996. Cumulative expenditures relating to the upgrades and closures of waste water impoundments were $6.3 million as of March 31, 1996. See Note 8 to Entergy's Form 10-K for additional discussion of Entergy Louisiana's waste water impoundment upgrades and closures. Waterford 3 Lease Obligations (Entergy Louisiana) On September 28, 1989, Entergy Louisiana entered into three transactions for the sale and leaseback of undivided interests (aggregating approximately 9.3%) in Waterford 3. Upon the occurrence of certain events, Entergy Louisiana may be obligated to pay amounts sufficient to permit the Owner Participants to withdraw from the lease transactions, and Entergy Louisiana may be required to assume the outstanding bonds issued by the Owner Trustee to finance, in part, its acquisition of the undivided interests in Waterford 3. See Note 9 to Entergy's Form 10-K for further information. Reimbursement Agreement (System Energy) Under a bank letter of credit and reimbursement agreement, System Energy has agreed to a number of covenants relating to the maintenance of certain capitalization and fixed charge coverage ratios. System Energy agreed, during the term of the agreement, to maintain its equity at not less than 33% of its adjusted capitalization (defined in the agreement to include certain amounts not included in capitalization for financial statement purposes). In addition, System Energy must maintain, with respect to each fiscal quarter during the term of the agreement, a ratio of adjusted net income to interest expense (calculated, in each case, as specified in the agreement) of at least 1.60 times earnings. See Note 8 to Entergy's Form 10-K for further information. NOTE 2. RATE AND REGULATORY MATTERS River Bend (Entergy Corporation and Entergy Gulf States) In May 1988, the PUCT granted Entergy Gulf States a permanent increase in annual revenues of $59.9 million resulting from the inclusion in rate base of approximately $1.6 billion of company-wide River Bend plant investment and approximately $182 million of related Texas retail jurisdiction deferred River Bend costs (Allowed Deferrals). In addition, the PUCT disallowed as imprudent $63.5 million of company-wide River Bend plant costs and placed in abeyance, with no finding as to prudence, approximately $1.4 billion of company-wide River Bend plant investment and approximately $157 million of Texas retail jurisdiction deferred River Bend operating and carrying costs (Abeyed Deferrals). As discussed in Note 2 to Entergy's Form 10-K, various appeals of the PUCT's order have been filed (Rate Appeal). Entergy Gulf States filed an appeal with the Texas Supreme Court and, on February 9, 1996, the Texas Supreme Court agreed to hear the appeal. Oral arguments were held on March 19, 1996. The timing of a decision by the Texas Supreme Court is not certain. As of March 31, 1996, the River Bend plant costs disallowed for retail ratemaking purposes in Texas and the River Bend plant costs held in abeyance totaled (net of taxes and depreciation) approximately $12 million and $274 million, respectively. Allowed Deferrals were approximately $81 million, net of taxes and amortization, as of March 31, 1996. Entergy Gulf States estimates it has collected approximately $188 million of revenues as of March 31, 1996, as a result of the originally ordered rate treatment by the PUCT of these deferred costs. If recovery of the Allowed Deferrals is not upheld, future revenues based thereon could be lost, and no assurance can be given as to whether or not refunds to customers of revenue received based upon such deferred costs would be required. During the first quarter of 1996, Entergy Gulf States wrote off Abeyed Deferrals of $169 million in accordance with SFAS 121, which became effective January 1, 1996, but it has made no write-offs or reserves for the River Bend plant-related costs. A general remand by the Texas Supreme Court in the Rate Appeal would enable Entergy Gulf States to seek recovery of the Abeyed Deferrals. Based on advice from Clark, Thomas & Winters, A Professional Corporation, legal counsel of record in the Rate Appeal, management believes that it is reasonably possible that the case will be remanded to the PUCT, and that the PUCT will be allowed to rule on the prudence of the abeyed River Bend plant costs. Management and legal counsel are unable to predict the amount, if any, of abeyed and previously disallowed River Bend plant costs that ultimately might be disallowed by the PUCT. As of March 31, 1996, a net of tax write-off of up to $286 million could be required if the PUCT ultimately issues an adverse ruling on the abeyed and disallowed plant costs. The following factors support management's position that a loss contingency requiring accrual has not occurred, and its belief that all, or substantially all, of the abeyed plant costs will ultimately be recovered: 1. The $1.4 billion of abeyed River Bend plant costs have never been ruled imprudent and disallowed by the PUCT; 2. Analysis by Sandlin Associates, which supports the prudence of substantially all of the abeyed construction costs; 3. Historical inclusion by the PUCT of prudent construction costs in rate base; and 4. The analysis of Entergy Gulf States' internal legal staff, which has considerable experience in Texas rate case litigation. Additionally, based on advice from Clark, Thomas & Winters, A Professional Corporation, legal counsel of record in the Rate Appeal, management believes that it is reasonably possible that the Allowed Deferrals will continue to be recovered in rates, and that it is reasonably possible that the Abeyed Deferrals will be recovered in rates to the extent that the $1.4 billion of abeyed River Bend plant is recovered. Filings with the LPSC (Entergy Corporation and Entergy Gulf States) See Note 2 in Entergy's Form 10-K for a discussion of Entergy Gulf States' required earnings analysis filing with the LPSC for the test year preceding the Merger (1993). Entergy Gulf States has appealed to the Louisiana Supreme Court the 1994 LPSC order for an annual rate reduction of $12.7 million. During the appeal, the preliminary injunction Entergy Gulf States received from the District Court, relating to the $8.3 million earnings effect of a 1994 change in accounting for unbilled revenues, will remain in effect. On May 31, 1995, Entergy Gulf States filed its first required post-Merger earnings analysis with the LPSC. Hearings on this review were held in December 1995 and a decision is expected in mid-1996. (Entergy Corporation and Entergy Louisiana) See Note 2 in Entergy's Form 10-K for a discussion of Entergy Louisiana's performance-based formula rate plan approved in a June 1995 LPSC rate order, Entergy Louisiana's subsequent appeal of the LPSC's order, and the final settlement of this appeal. On April 15, 1996, as required by the performance-based formula rate plan, Entergy Louisiana made its annual earnings filing for the 1995 test year. The filing indicates a required rate reduction due to overearnings in 1995. In addition, rates will be reduced as a result of the expiration of the Waterford 3 phase-in-plan discussed below. These rate reductions will be largely offset by the recovery of the Waterford 3 property tax. Hearings on these issues are expected to begin in June 1996. The property tax exemption for Waterford 3 ended in December 1995 and Entergy Louisiana will be required to pay $20.8 million in property taxes to St. Charles Parish for the 1996 tax year. In a March 1996 LPSC order, Entergy Louisiana was permitted to defer the rate recovery of these taxes for the period January 1996 through June 1996. The order allows for the recovery of the property tax and also for the recovery, from July 1996 through June 1997, of the related deferral. In addition, Entergy Louisiana's phase-in-plan for Waterford 3 will expire in November 1996. Entergy Louisiana was recovering deferred costs annually of approximately $28.4 million. Filings with the MPSC (Entergy Corporation and Entergy Mississippi) On March 15, 1996, Entergy Mississippi filed its annual earnings review with the MPSC under its formula rate plan. On April 18, 1996, the MPSC issued an order approving and adopting a joint stipulation and placing the prospective rate reduction of $5.9 million into effect on May 1, 1996. Filings with the Council (Entergy Corporation and Entergy New Orleans) Pursuant to the 1994 NOPSI Settlement, Entergy New Orleans is required to make earnings filings with the Council for the 1995 and 1996 rate years. A review of Entergy New Orleans' earnings for the test year ending September 30, 1995, required Entergy New Orleans to credit customers $6.2 million over a 12-month period which began in March 1996. Hearings before the Council on the reasonableness and prudence of Entergy New Orleans' deferred Least Cost Integrated Resource Planning expenses for cost recovery purposes were previously scheduled for April 1996, but have been delayed. Proposed Rate Increase (System Energy) System Energy filed an application with FERC on May 12, 1995, for a $65.5 million rate increase. The request seeks changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. On December 12, 1995, System Energy implemented a $65.5 million rate increase, subject to refund. Hearings on System Energy's request began in January 1996 and were completed in February 1996. The ALJ's initial decision is expected in the latter part of 1996. (Entergy Mississippi) Entergy Mississippi's allocation of the proposed System Energy wholesale rate increase is $21.6 million. In July 1995, Entergy Mississippi filed a schedule with the MPSC that defers the retail recovery of the System Energy rate increase. The deferral plan, which was approved by the MPSC, began in December 1995, the effective date of the System Energy rate increase, and will end after the issuance of a final order by FERC. The deferred rate increase is to be amortized over 48 months beginning October 1998. (Entergy New Orleans) Entergy New Orleans' allocation of the proposed System Energy wholesale rate increase is $11.1 million. In February 1996, Entergy New Orleans filed a plan with the City to defer 50% of the amount of the System Energy rate increase. The deferral began in February 1996 and will end after the issuance of a final order by FERC. LPSC Fuel Cost Review (Entergy Corporation and Entergy Gulf States) See Note 2 to Entergy's Form 10-K, for a discussion of the LPSC's review of Entergy Gulf States' fuel costs for the period October 1988 through September 1991 and Entergy Gulf States' subsequent appeal of $13.9 million of fuel costs disallowed by the LPSC. The LPSC is currently conducting the second phase of its review of Entergy Gulf States' fuel costs for the period October 1991 through December 1994. On June 30, 1995, the LPSC consultants filed testimony recommending a disallowance of $38.7 million of fuel costs. Hearings began in December 1995 and were completed in March 1996. A decision is expected in the second quarter of 1996. NOTE 3. COMMON STOCK (Entergy Corporation) During the first quarter of 1996, Entergy Corporation issued 267,679 shares of its previously repurchased common stock, reducing the amount held as treasury stock by $7.7 million. Entergy Corporation issued these shares to meet the requirements of its various stock plans. NOTE 4. LONG-TERM DEBT (Entergy Corporation) An Entergy subsidiary signed an agreement with several banks on January 5, 1996, to obtain a revolving credit facility in the aggregate amount of $1.2 billion Australian dollars ($870 million US dollars) for the acquisition of CitiPower. The facility was drawn down on that same date, bears interest at an average rate of 8.18%, is non-recourse to Entergy, and matures on June 30, 2000. As part of the CitiPower acquisition, a bank letter of credit and other agreements were secured by Entergy Corporation totaling $79 million as of March 31, 1996. (Entergy Arkansas) On April 26, 1996, Entergy Arkansas redeemed, prior to their maturities, $23.8 million of its 10.375% Series First Mortgage Bonds due October 1, 2020 (all of the outstanding bonds of such series) and $58.4 million of its 10.00% Series First Mortgage Bonds due February 1, 2020, in each case at a price of 100% of their principal amounts, using funds deposited with the mortgage trustee pursuant to the annual maintenance and replacement fund requirement as provided under Entergy Arkansas' mortgage. (Entergy Louisiana) On April 26, 1996, Entergy Louisiana redeemed, in full, prior to its maturity, $95 million of its 10.125% Series First Mortgage Bonds due April 1, 2020 at a price of 100% of its principal amount, using funds deposited with the mortgage trustee pursuant to the annual replacement fund requirement as provided under Entergy Louisiana's mortgage. (Entergy New Orleans) On May 1, 1996, Entergy New Orleans retired, at 100% of the principal amount thereof, $30 million of its 10.95% Series General & Refunding Mortgage Bonds due May 1, 1997, $15 million of which was a scheduled sinking fund requirement. NOTE 5. RETAINED EARNINGS (Entergy Corporation) On March 24, 1996, Entergy Corporation's Board of Directors declared a common stock dividend of 45 cents per share payable on June 1, 1996, to holders of record on May 10, 1996. NOTE 6. RESTRUCTURING COSTS (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans) In 1994 and 1995 Entergy implemented various restructuring programs to reduce the number of employees and consolidate offices and facilities. The programs were designed to reduce costs and improve operating efficiencies in order to enable Entergy to become a low-cost producer. The balances as of December 31, 1995, and March 31, 1996, for restructuring liabilities associated with these programs are shown below by company along with the actual termination benefits paid under the programs.
Restructuring Restructuring Liability as of Adjustments Payments Liability as of December 31, Made in Made in March 31, Company 1995 1996 1996 1996 (In Millions) AP&L $8.3 - ($3.4) $4.9 GSU 5.4 - (2.4) 3.0 LP&L 2.2 - (1.2) 1.0 MP&L 2.5 (0.4) (0.5) 1.6 NOPSI 0.6 - (0.3) 0.3 Other 5.2 0.4 (1.2) 4.4 ------ ---- ----- ----- Total $ 24.2 - ($9.0) $15.2 ====== ==== ===== =====
The restructuring charges shown above primarily include employee severance costs related to the expected termination of approximately 2,750 employees in various groups. As of March 31, 1996, 2,350 employees had either been terminated or accepted voluntary separation packages under the restructuring plan. NOTE 7. ACCOUNTING ISSUES New Accounting Standard - In March 1995, the FASB issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of", which became effective January 1, 1996. This statement describes circumstances which may result in assets being impaired, in addition to providing criteria for recognition and measurement of asset impairment. In the first quarter of 1996, Entergy Gulf States' regulatory assets of $169 million (net of tax) related to Texas retail deferred River Bend operating and carrying costs and $5 million (net of tax) related to Louisiana retail deferred River Bend operating costs were written off under the provisions of SFAS 121. See Note 1 to Entergy's Form 10-K for additional details regarding other assets and operations potentially impacted in the future by the requirements of SFAS 121 and the process for periodically reviewing those assets and operations for impairment. NOTE 8. ENTERGY CORPORATION-CITIPOWER ACQUISITION (Entergy Corporation) On January 5, 1996, Entergy Corporation finalized its acquisition of CitiPower, an electric distribution company serving Melbourne, Australia, and surrounding suburbs. The purchase price of CitiPower was approximately $1.2 billion, of which $294 million represented an equity investment by Entergy Corporation, and the remainder represented debt. Entergy Corporation funded the majority of the equity portion of the investment by using $230 million of its $300 million bank revolving credit facility. CitiPower is one of five electric distribution businesses in the state of Victoria. CitiPower's distribution area accounts for approximately ten percent of Victoria's population. For the fiscal year ended June 30, 1995, CitiPower supplied approximately 4.4 million MWh of electricity to over 230,000 customer sites. Approximately 36,000, or 16%, of these sites were commercial customers. In accordance with the purchase method of accounting, the three month results of operations for Entergy Corporation reported in its Statements of Consolidated Income and Cash Flows do not reflect CitiPower's results of operations for any period prior to January 5, 1996. If the acquisition had occurred on January 1, 1995, Entergy Corporation's operating revenues would have increased by approximately $100 million for the first quarter, but the effects on the overall results of operations would have been immaterial. This pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisition been consummated for the period for which it is being given effect. CitiPower's results of operations for the period from January 5, 1996, through March 31, 1996, are included in Entergy Corporation's Consolidated Financial Statements and is stated separately below: Period from January 5, 1996 to March 31, 1996 (In Thousands) Operating revenues $ 91,636 Operating expenses $ 73,630 Interest charges $ 17,753 Net income $ 253 _________________________________________ In the opinion of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, the accompanying unaudited condensed financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassifying previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. However, the business of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans is subject to seasonal fluctuations, with the peak period occurring during the summer months. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year. ENTERGY CORPORATION AND SUBSIDIARIES PART II. OTHER INFORMATION Item 1. Legal Proceedings Merger-Related Proceedings (Entergy Corporation and Entergy Gulf States) See "Nuclear Operations" in Item 1 of Part I of Entergy's Form 10-K for information relating to the proceeding pending before the NRC Atomic Safety and Licensing Board (ASLB), which was instigated by Cajun and concerns the two Merger-related license amendments issued by the NRC for River Bend. In March 1996, the ASLB, responding to Cajun's request, dismissed the pending proceedings without prejudice. Cajun - River Bend (Entergy Corporation and Entergy Gulf States) See Note 8 of Entergy's Form 10-K and Note 1 for a discussion of the Cajun litigation and bankruptcy proceedings. On March 8, 1996, SWEPCO, Entergy Gulf States, and certain member cooperatives of Cajun submitted a joint proposal to bring an end to the Cajun bankruptcy proceeding. The proposal was made in response to a bid procedure established by the Cajun bankruptcy trustee. On April 22, 1996, the Cajun bankruptcy trustee filed a plan of reorganization with the bankruptcy court based on a proposal by two non-affiliated companies to take over the non-nuclear operations of Cajun. On April 19, 1996, SWEPCO, Entergy Gulf States and certain Cajun member cooperatives filed a separate plan of reorganization with the court based upon their earlier proposal. The timing and completion of the reorganization plan depends on bankruptcy court approval and any required regulatory approvals. On April 26, 1996, Entergy Gulf States, the Cajun bankruptcy trustee, and the Rural Utilities Service (RUS), Cajun's largest creditor, agreed to terms for the settlement of all disputes between Cajun and Entergy Gulf States. The terms include, but are not limited to, the following: (i) Cajuns' interest in River Bend will be turned over to the RUS, which will have the option to retain the interest, sell it to a third party, or transfer it to Entergy Gulf States; (ii) Cajun will set aside a total of $125 million for the decommissioning of its interest in River Bend; (iii) Cajun will transfer certain transmission assets to Entergy Gulf States; (iv) Cajun will settle transmission disputes and be released from claims for payment under transmission arrangements with Entergy Gulf States; and (v) all funds paid by Entergy Gulf States into the registry of the District Court will be returned to Entergy Gulf States. The settlement is subject to further approvals by the RUS, the Board of Directors of Entergy Corporation, the U.S. Bankruptcy Court, and appropriate regulatory agencies. Panda Energy Corporation Complaint (Entergy Corporation) See "Other Regulation and Litigation" in Item 1 of Part I of Entergy's Form 10-K for information relating to the litigation brought by Panda Energy Corporation (Panda) naming Entergy Corporation, Entergy Enterprises, Entergy Power, Entergy Power Asia, Ltd., and Entergy Power Development Corporation as defendants. Panda was seeking damages of $4.8 billion. Entergy believes that this litigation is unfounded, but entered into arrangements on April 30, 1996, to settle the matter for $350,000. Yet, the settlement provided that it may be revoked by Entergy if the court rules in the case. On the same day, the judge advised that he would grant summary judgment for the defendants, because he does not believe that the plaintiff has sustained any provable damages. Entergy will consider whether to revoke the settlement in this case in light of the judge's determination. Item 4. Submission of Matters to a Vote of Security Holders Amended and Restated Articles of Incorporation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans) A consent in lieu of a special meeting of common stockholders was executed on April 22, 1996. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, Entergy Mississippi's, and Entergy New Orleans' common stock. The common stockholder by such consent, approved the amendment of its Amended and Restated Articles of Incorporation to change the name of Arkansas Power & Light to Entergy Arkansas, Inc., the name of Gulf States Utilities Company to Entergy Gulf States, Inc., the name of Louisiana Power & Light to Entergy Louisiana, Inc., the name of Mississippi Power & Light to Entergy Mississippi, Inc., and the name of New Orleans Public Service, Inc. to Entergy New Orleans, Inc. Item 5. Other Information Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy) The operating companies and System Energy have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of Regulation S- K of the SEC as follows:
Ratios of Earnings to Fixed Charges Twelve Months Ended December 31, March 31, ------------------------------------------------ --------- 1991 1992 1993 1994 1995 1996 ------ ------ ------ ------ ------ ------ Entergy Arkansas 2.25 2.28 3.11(c) 2.32 2.56 2.70 Entergy Gulf States 1.56 1.72 1.54 .36(d) 1.86 1.11 Entergy Louisiana 2.40 2.79 3.06 2.91 3.18 3.26 Entergy Mississippi 2.36 2.37 3.79(c) 2.12 2.92 3.07 Entergy New Orleans 5.66(b) 2.66 4.68(c) 1.91 3.93 4.18 System Energy 1.74 2.04 1.87 1.23 2.07 2.08
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends Twelve Months Ended December 31, March 31, ---------------------------------------------------- --------- 1991 1992 1993 1994 1995 1996 ------- ------ ------ ------- ------ ------ Entergy Arkansas 1.87 1.86 2.54(c) 1.97 2.12 2.23 Entergy Gulf States 1.19 1.37 1.21 .29(d) 1.54 0.92(d) (a) Entergy Louisiana 1.95 2.18 2.39 2.43 2.60 2.66 Entergy Mississippi 1.94 1.97 3.08(c) 1.81 2.51 2.64 Entergy New Orleans 4.97(b) 2.36 4.12(c) 1.73 3.56 3.80
(a) "Preferred Dividends" in the case of Entergy Gulf States also include dividends on preference stock. (b) Earnings for the year ended December 31, 1991, include the $90 million effect of the 1991 NOPSI Settlement. (c) Earnings for the year ended December 31, 1993, include $81 million, $52 million, and $18 million for Entergy Arkansas, Entergy Mississippi, and Entergy New Orleans, respectively, related to the change in accounting principle to provide for the accrual of estimated unbilled revenues. (d) Earnings for the year ended December 31, 1994, for Entergy Gulf States were not adequate to cover fixed charges by $144.8 million. Earnings for the years ended December 31, 1994, and March 31, 1996, for Entergy Gulf States were not adequate to cover combined fixed charges and preferred dividends by $197.1 million and $22.0 million, respectively. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits* 3(a) - Amended and Restated Articles of Incorporation of Entergy Arkansas and amendments thereto through April 22, 1996, 3(b) - Restated Articles of Incorporation of Entergy Gulf States and amendments thereto through April 22, 1996. 3(c) - Restated Articles of Incorporation of Entergy Louisiana and amendments thereto through April 22, 1996. 3(d) - Restated Articles of Incorporation of Entergy Mississippi and amendments thereto through April 22, 1996. 3(e) - Restatement of Articles of Incorporation of Entergy New Orleans and amendments thereto through April 22, 1996. ** 4(a) - Amended and Restated Installment Sale Agreement, dated as of February 15, 1996, between System Energy and Claiborne County, Mississippi (filed as Exhibit B-6(a) to Rule 24 Certificate dated March 4, 1996 in File No. 70-8511). ** 4(b) - Sixth Supplemental Indenture, dated as of March 1, 1996, to Entergy New Orleans' Mortgage and Deed of Trust, dated as of May 1, 1987 (filed as Exhibit 4(a) to Form 8-K dated March 22, 1996 in File No. 0-5807). ** 4(c) - Fifty-third Supplemental Indenture, dated as of March 1, 1996, to Entergy Arkansas' Mortgage and Deed of Trust, dated as of October 1, 1944 (filed as Exhibit C- 2 to Form U5S for the year ended December 31, 1995). ** 4(d) - Fifty-first Supplemental Indenture, dated as of March 1, 1996, to Entergy Louisiana's Mortgage and Deed of Trust, dated as of April 1, 1944 (filed as Exhibit A- 2(a) to Rule 24 Certificate dated April 4, 1996 in File No. 70-8487). ** 4(e) - Share Sale Agreement (Revised) of December 12, 1995, relating to acquisition of CitiPower Limited, among State Electricity Commission of Victoria, the State of Victoria, Entergy Victoria LDC, Entergy Victoria Holding LDC and Entergy Corporation (filed as Exhibit C-1(o) to Form U5S for the year ended December 31, 1995 pursuant to Rule 104). ** 4(f) - Multi-Option Syndicated Facility Agreement, dated as of January 5, 1996, among CitiPower Limited as Borrower, Commonwealth Bank of Australia as Facility Agent, Bank of America N.T. & S.A. as Arranger, and Commonwealth Bank of Australia as Security Trustee (filed as Exhibit C-1(p) to Form U5S for the year ended December 31, 1995). ** 4(g) - Undertaking Agreement, dated as of March 7, 1996, of Entergy Corporation to Commonwealth Bank of Australia as Facility-Agent, of CitiPower Limited's obligations up to maximum of $7,367,000 under the Multi-Option Syndicated Facility Agreement (filed as Exhibit C-1(q) to Form U5S for the year ended December 31, 1995). 23(a) - Consent of Clark, Thomas & Winters (A Professional Corporation). 23(b) - Consent of Sandlin Associates. 27(a) - Financial Data Schedule for Entergy Corporation and Subsidiaries as of March 31, 1996. 27(b) - Financial Data Schedule for Entergy Arkansas as of March 31, 1996. 27(c) - Financial Data Schedule for Entergy Gulf States as of March 31, 1996. 27(d) - Financial Data Schedule for Entergy Louisiana as of March 31, 1996. 27(e) - Financial Data Schedule for Entergy Mississippi as of March 31, 1996. 27(f) - Financial Data Schedule for Entergy New Orleans as of March 31, 1996. 27(g) - Financial Data Schedule for System Energy as of March 31, 1996. 99(a) - Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(b) - Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(c) - Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(d) - Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(e) - Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined. 99(f) - System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined. ** 99(g) - Annual Reports on Form 10-K of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy for the fiscal year ended December 31, 1995, portions of which are incorporated herein by reference as described elsewhere in this document (filed with the SEC in File Nos. 1-11299, 1-10764, 1- 2703, 1-8474, 0-320, 0-5807, and 1-9067, respectively). ** 99(h) - Opinion of Clark, Thomas & Winters, a professional corporation, dated September 30, 1992 regarding the effect of the October 1, 1991 judgment in Entergy Gulf States v. PUCT in the District Court of Travis County, Texas (99-1 in Registration No. 33-48889). ** 99(i) - Opinion of Clark, Thomas & Winters, a professional corporation, dated August 8, 1994 regarding recovery of costs deferred pursuant to PUCT order in Docket 6525 (filed as Exhibit 99(j) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 in File No. 1-2703). 99(j) - Opinion of Clark, Thomas & Winters, a professional corporation, confirming its opinions dated September 30, 1992 and August 8, 1994. ___________________________ * Reference is made to a duplicate list of exhibits being filed as a part of Form 10-Q for the quarter ended March 31, 1996, which list, prepared in accordance with Item 102 of Regulation S-T of the Securities and Exchange Commission, immediately precedes the exhibits being filed with Form 10-Q for the quarter ended March 31, 1996. ** Incorporated herein by reference as indicated. (b) Reports on Form 8-K Entergy New Orleans A current report on Form 8-K, dated March 20, 1996, was filed with the SEC on March 22, 1996, reporting information under Item 5. "Other Events." Entergy and Entergy Gulf States A current report on Form 8-K, dated March 22, 1996, was filed with the SEC on March 22, 1996, reporting information under Item 5. "Other Events." Entergy and Entergy Gulf States A current report on Form 8-K, dated April 19, 1996, was filed with the SEC on April 22, 1996, reporting information under Item 5. "Other Events." and Item 7. "Financial Statements and Exhibits." Entergy and Entergy Gulf States A current report on Form 8-K, dated April 29, 1996, was filed with the SEC on April 30, 1996, reporting information under Item 5. "Other Events." EXPERTS The statements attributed to Clark, Thomas & Winters, A Professional Corporation, as to legal conclusions with respect to Entergy Gulf States' rate regulation in Texas in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements, "Rate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts. The statements attributed to Sandlin Associates regarding the analysis of River Bend construction costs of Entergy Gulf States in Note 2 to Entergy Corporation and Subsidiaries Consolidated Financial Statements, "Rate and Regulatory Matters," have been reviewed by such firm and are included herein upon the authority of such firm as experts. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries. ENTERGY CORPORATION ENTERGY ARKANSAS, INC. ENTERGY GULF STATES, INC. ENTERGY LOUISIANA, INC. ENTERGY MISSISSIPPI, INC. ENTERGY NEW ORLEANS, INC. SYSTEM ENERGY RESOURCES, INC. /s/ Louis E. Buck, Jr. Louis E. Buck, Jr. Vice President, Chief Accounting Officer and Assistant Secretary (For each Registrant and for each as Principal Accounting Officer) Date: May 6, 1996 EX-3 2 Exhibit 3(a) AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARKANSAS POWER & LIGHT COMPANY The following Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, amend, restate, integrate and supersede the existing Articles of Incorporation of the Corporation, which consist of the Agreement of Consolidation or Merger dated October 13, 1926, by and among the Corporation and East Arkansas Power & Light Company, Arkansas Central Power Company, Arkansas Light & Power Company, and The Pine Bluff Company, and all amendments thereto. FIRST: Name. The name of the Corporation is Arkansas Power & Light Company. SECOND: Adoption of Arkansas Business Corporation Act. The provisions of Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, as may be amended or otherwise modified (the "Arkansas Business Corporation Act"), shall apply to the Corporation and to these Amended and Restated Articles of Incorporation. THIRD: Registered Office and Agent. The address of the current registered office of the Corporation and the name of its current registered agent at such address are as follows: Registered Agent Registered Office Freda Green 425 West Capitol 40th Floor Little Rock, Arkansas FOURTH: Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Arkansas Business Corporation Act. The primary purpose for which the Corporation is organized, which is provided for informational purposes-only and shall not limit the purposes provided in the Arkansas Business Corporation Act, is to engage in the business of constructing, holding, operating, and maintaining (i) telephone, telegraph, radio, wireless and other systems, facilities, structures and devices for the receipt and transmission of sounds and signals, (ii) inter-urban, city and street railways, railroads, and bus lines, and (iii) systems, facilities, structures and devices for the manufacture, production, transmission, distribution, control, storage, purchase, sale, supply and application of electricity, gas, water, steam, ice, refrigeration, and power. FIFTH: Powers. The Corporation shall have and exercise all of the powers conferred upon corporations by virtue of their existence under, and as authorized by, the Arkansas Business Corporation Act, as may be amended or otherwise modified. SIXTH: Authorized Shares and Rights of Shareholders. (a) The total number of shares of capital stock which the Corporation shall have authority to issue is 352,730,000, which shall consist of one class of 325,000,000 shares of common stock of the par value of $0.01 per share ("Common Stock") and three classes of preferred stock consisting of 15,000,000 shares of preferred stock of the par value of $0.01 per share ("Class A Preferred Stock"), 3,730,000 shares, of preferred stock of the par value of S100 per share ("$100 Preferred Stock"), and 9,000,000 shares of preferred stock of the par value of $25 per share ("$25 Preferred Stock"), which three classes of preferred stock may be collectively referred to as "Preferred Stock." (b) The Board of Directors of the Corporation is authorized, subject to the limitations prescribed by the Arkansas Business Corporation Act and the provisions of this Article SIXTH, to provide for the issuance of the shares of Preferred Stock in series, and, by filing articles of amendment pursuant to the Arkansas Business Corporation Act, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and. the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each such series shall include determination of only the following: (1) The number of shares constituting that series and the distinctive designation of that series; (2) The dividend rate, or the method of calculation thereof, on the shares of that series, the dates on which dividends shall be paid in each year or the method of determination thereof, and the date from which such dividends shall commence to accumulate: (3) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (4) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (5) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; and (6) The amount payable on the shares of that series in the event of voluntary or, in the case of the Class A Preferred stock, involuntary liquidation, dissolution or winding up of the Corporation. The Class A Preferred Stock, the $100 Preferred Stock and the $25 Preferred Stock shall have the same rank and shall be identical with each other, except as to matters relating to the par values thereof, the variations between the respective series thereof, and the voting entitlement of the respective shares thereof in cases when the shares' of two or more classes of Preferred Stock are required to vote together as a voting group or one or more classes of Preferred Stock are required to vote together with the Common Stock as a voting group. The shares of all series within a class of Preferred Stock shall have the same rank, shall be identical with each other, and shall have the same relative rights, except as to those characteristics described in clauses l through 6 above. (c) Subject to the foregoing, the distinguishing charac teristics of the Preferred Stock shall be: (1) Each series of the Preferred Stock, pari passu with all shares of Preferred Stock of any class or series then outstanding, shall be entitled, but only when and as declared by the Board of Directors out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate stated and expressed with respect to such series by these Amended and Restated Articles of Incorporation or by the articles of amendment creating such series; such dividends to be cumulative from such date and payable on such dates in each year as may be stated and expressed in these Amended and Restated Articles of Incorporation or such articles of amendment to stockholders of record as of a date not to exceed forty (40) days and not less than ten (10) days preceding the dividend payment dates so fixed. (2) (A) When dividends payable on any shares of the Preferred Stock at any time outstanding shall be in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, and thereafter until all dividends on any such Preferred Stock in arrears shall have been paid or declared and set apart for payment, the holders of Preferred Stock, voting together as a voting group, to the exclusion of the holders of Common Stock, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors (the "Preferred Directors"), and except as provided in subparagraph (B) below, the holders of Common Stock, voting together as a voting group, to the exclusion of the holders of Preferred Stock, shall be entitled to elect the remaining directors of the Corporation (the "Remaining Directors"). The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of the Preferred Directors, except that if the holders of Common Stock shall not have elected the Remaining Directors then, and only in that event, the directors of the Corporation in office just prior to the election of the Preferred Directors shall elect the Remaining Directors. Thereafter, while such arrearage continues, the Remaining Directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify. (B) Accumulations of dividends on any shares of the Preferred Stock shall not bear interest. If and when all dividends in arrears on the Preferred Stock shall be paid in full, or declared and set apart for payment (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the vesting of such special voting right in the holders of the Preferred Stock, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like arrearage or arrearages in the payment of dividends thereon as described in subparagraph (A) above. When all dividends in arrears on the Preferred Stock shall have been paid in full, or declared and set apart for payment, the terms of office of all Preferred Directors shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the Remaining Directors. (C) Except as provided in Article EIGHTH hereof, in case of any vacancy in the office of a director occurring among the Preferred Directors the remaining Preferred Directors by affirmative vote of a majority thereof, or the remaining Preferred Director, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the Preferred Director or Directors whose place or places shall be vacant. Likewise, except as provided in Article EIGHTH hereof, in case of any vacancy in the office of a director occurring among the Remaining Directors the holders of the Common Stock, by affirmative vote of a majority thereof, shall elect a successor or successors to hold office for the unexpired term or terms of the Remaining Director or Director- whose place or places shall be vacant. (D) Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors it shall be the duty of the President, a Vice-President or the Secretary of the Corporation to call and cause notice to be given to the stockholders entitled to vote at a meeting to be held at such time as the Corporation's officers may fix, not less than forty- five (45) nor more than ninety (90) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on any shares of Preferred Stock are in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, the holders of Preferred Stock, voting together as a voting group, to the exclusion of holders of Common Stock, have the right to elect the smallest number of directors necessary to constitute a majority of the full Bard of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock, and (iii) either the entirety of this paragraph (2) or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right to elect directors ("First Meeting"), the presence in person or by proxy of the holders of a majority of the votes entitled to be cast by the Common Stock shall be required to constitute a quorum of such voting group for the election of directors, and the presence in person or by proxy of the holders of a majority of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, ho election of directors shall be held, but the holders of a majority of the votes entitled to be cast by the Preferred Stock which are represented at the meeting shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for ("Adjourned Meeting"); and provided, further, that at such Adjourned Meeting the presence in person or by proxy of the holders of thirty-five percent (35%) of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group far the election of directors. In the event such First Meeting of stockholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such First Meeting shall have been adjourned, to cause notice of such Adjourned Meeting to be given to the stockholders entitled to vote thereat, such Adjourned Meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such First Meeting of stockholders, and shall further set forth that a quorum was not present at such First Meeting and that the holders of thirty-five percent (35%) of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group for the election of directors at such Adjourned Meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at such Adjourned Meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof, and until their successors shall have been, elected and shall qualify. Neither such First Meeting nor such Adjourned Meeting shall be held on a date within ninety (90) days before the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock shall have the right to elect Preferred Directors, the foregoing provisions of this paragraph (2) shall govern each Annual Meeting, or special meeting in lieu thereof, as if such Annual Meeting or special meeting were the First Meeting; provided that if at any adjourned annual meeting, or special meeting in lieu thereof, the holders of at least thirty- five percent (35%) of the votes entitled to be cast by the Preferred Stock shall not be represented at the meeting, all the directors shall be elected by a vote of the holders of the Common Stock of the Corporation represented at the meeting. (3) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of at least two-thirds (2/3) of the votes entitled to be cast by the Preferred Stock, voting together as a voting group: (A) create, authorize or issue any new stock which after issuance would rank prior to the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (7) below; provided, however, that any such new stock or security shall be issued within twelve (12) months after the vote of the Preferred Stock herein provided for authorizing the issuance of such new Stock or security; or (B) amend, alter or repeal any of the rights, preferences or powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or powers; provided, however, that if such amendment, alteration or repeal affects adversely the rights, preferences or powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least two- thirds (2/3) of votes entitled to be cast by the shares of all series so affected, voting together as a voting group, shall be required; and provided, further, that an amendment to increase or decrease the authorized amount of Preferred Stock or to create or authorize or increase or decrease the amount of any class of stock ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets shall not be deemed to affect adversely the rights, preferences or powers of the holders of the Preferred Stock or any series thereof. (4) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the votes entitled to be cast by the Preferred Stock, voting together as a voting group: (A) merge or consolidate with or into any other corporation or sell or otherwise dispose of all or substantially all of its assets unless such merger, consolidation, sale or other disposition or the issuance or assumption of securities in the effectuation thereof shall have been ordered or approved under the Public Utility Holding Company Act of 1935, as amended, or as may be amended ("Public Utility Holding Company Act"): (B) issue or assume any unsecured notes, debentures or other securities representing unsecured debt (other than for the purpose of refunding or renewing outstanding unsecured securities issued or assumed by the Corporation resulting in equal or longer maturities or redeeming or otherwise retiring all outstanding shares of the Preferred Stock) if immediately after such issue or assumption (i) the total outstanding principal amount of all unsecured notes, debentures or other securities representing unsecured debt of the Corporation will thereby exceed twenty percent (20%) of the aggregate of all existing secured debt of the Corporation and the capital stock, premiums thereon, and surplus of the Corporation, as stated on its books, or (ii) the total outstanding principal amount of all unsecured notes, debentures, or other securities representing unsecured debt of the Corporation of maturities of less than ten (10) years will thereby exceed ten percent (10%) of such aggregate. For the purposes of this subparagraph (B), the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the final maturity of any unsecured serial debt which had original maturities in excess of ten (10) years shall not be regarded as unsecured debt of a maturity of less than ten (10) years until such payment shall be required to be made within three (3) years; (C) issue, sell, or otherwise dispose of any shares of the Preferred Stock or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up (other than for the purpose of refinancing an equal par amount of the $100 or S25 Preferred Stock or an equal liquidation value amount of the Class A Preferred Stock or of stock ranking prior to or on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up) unless the gross income of the Corporation for a period of twelve (12) consecutive calendar months within a period of fifteen (15) calendar months immediately preceding the calendar month of the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting principles (but in any event after deducting all taxes and the greater of (i) the amount for said period charged by the Corporation on its books to depreciation expense or (ii) the largest amount then required to be provided therefor by any mortgage indenture of the Corporation), shall have been at least one and one-half times the sum of (a) the annual interest charges on all bonds, debentures, notes and other securities representing indebtedness of the Corporation and (b) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued computed at the initial rate applicable at the time of issuance; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares of the Preferred Stock or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions; and provided, further, that if any such indebtedness or stock bears interest or provides for dividends at a variable rate, then the interest or dividends on such indebtedness or stock shall be computed at the average annual rate in effect for such indebtedness or stock during the period of twelve (12) consecutive calendar months (or any portion thereof in which such indebtedness or stock is outstanding) being used for the calculation of gross income, and if such indebtedness or stock has been issued after the end of such twelve (12) consecutive calendar months, then computed at the initial rate applicable at the time of issuance; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or (D) issue, sell, or otherwise dispose of any shares of the Preferred Stock, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (D), it becomes necessary to take into con sideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in paragraph (8) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding' up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding. (5) Each holder of Common Stock of the Corporation shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article SIXTH and as may otherwise be required by law, the holders of Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to those matters upon which holders of Common Stock, the Class A Preferred Stock, the $100 Preferred Stock and the $25. Preferred Stock are entitled to vote as separate voting groups, each holder of such stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation. As to those matters upon which holders of the Class A Preferred Stock, the $100 Preferred Stock, and the $25 Preferred Stock shall be required to vote as a single voting group, each holder of Class A Preferred Stock shall be entitled to the number of votes per share produced by dividing the liquidation value of such share by $100, each holder of $100 Preferred Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (l/4) vote for each share of such stock standing in his name on the books of the Corporation. As to those matters upon which the holders of Common Stock and the holders of Preferred Stock shall be required to vote together as a single voting group, each holder of Common Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, each holder of Class A Preferred Stock shall be entitled to the number of votes per share produced by dividing the liquidation value of such share by $100, each holder of $100 Preferred Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (l/4) vote for each share of such stock standing in his name on the books of the Corporation. (6) In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock, all shares of which then outstanding being treated pari passu, shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up that may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency, or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock, all shares of which then outstanding being treated pari passu, shall also have a preference over the Common Stock until the full par value thereof, in the case of the $100 Preferred Stock and the $25 Preferred Stock, and the full liquidation value thereof, in the case of the Class A Preferred Stock, and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution. (7) (A)- The Corporation may at any time (except to the extent redemption is restricted herein or in the Articles of Amendment creating a series of the Preferred Stock) redeem all of any series of the Preferred Stock or may from time to time (except to the extent so restricted) redeem any part thereof, by paying in cash the redemption price then applicable thereto as stated and expressed with respect to such series herein or in the articles of amendment providing for the issue of such shares, plus, in each case, an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date of redemption to each holder of record of Preferred Stock to be redeemed, at his last known address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) days' notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and, in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or the publication of such notice as aforesaid or at any time thereafter prior to the date of redemption, the Corporation. may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of Little Rock, Arkansas, or in the City of Pine Bluff, Arkansas, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to such shares, but shall be entitled only to receive such moneys from such bank or trust company deposited as in this paragraph (7) provided, on endorsement and surrender of their certificates, as aforesaid. Such moneys may be invested in such securities as are then legal investments for such bank or trust company and the earnings, if any, thereon shall be paid to or at the direction of the Corporation. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of four (4) years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be deemed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, as above stated, for the redemption of such shares and so paid to the Corporation. The Corporation shall not be obligated to keep such moneys repaid to the Corporation separate and apart from other funds of the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued as part of the same series as originally issued, but shall revert to the status of authorized but unissued shares of Preferred Stock of the same class, which may thereafter be reissued as part of a new series of preferred stock of the same class in accordance with the terms of these Amended and Restated Articles of Incorporation. If less than all of the shares of a series of the Preferred Stock are to be redeemed, the shares thereof to be redeemed, unless otherwise provided in these Amended and Restated Articles of Incorporation or the articles of amendment creating such series, shall be selected by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation. (B) Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that if at any time it shall have failed to pay dividends in full on any outstanding shares of the Preferred Stock, thereafter and until dividends in full on all shares of the Preferred Stock outstanding shall have been paid, or declared and set aside for payment, for all past quarter-yearly dividend periods, it shall not (i) acquire any shares of the Preferred Stock (except by redemption of all shares of the Preferred Stock) unless approval is obtained under the Public Utility Holding Company Act, or (ii) make any payment or set aside any funds for payment into any sinking fund for the purchase or redemption of any shares of the Preferred Stock unless approval is obtained under the Public Utility Holding Company Act. Any shares of the Preferred Stock so redeemed, purchased or acquired shall not be reissued as part of the same series as originally issue, but shall revert to the status of authorized but unissued shares of Preferred Stock of the same class, which shares may thereafter be reissued as part of a new series of Preferred Stock of the same class in accordance with the terms of these Amended and Restated Articles of Incorporation. (8) For the purposes of this paragraph (8) and subparagraph (D) of paragraph (4) the term "Common Stock Equity" shall mean the aggregate of (i) the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, (ii) the premium on such junior stock and (iii) the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves) (a) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (b) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (c) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock of the Corporation over the aggregate par or stated value thereof and any premiums thereon, and (d) the excess, if any for the period beginning with January 1, 1954 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements), over the amount charged by the Corporation on its books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (8): (i) the term "Total Capitalization" shall mean the sum of the Common Stock Equity plus item (c) in this paragraph (8) plus the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, plus the principal amount of all outstanding bonds, debentures, notes and other securities representing indebtedness of the Corporation maturing more than twelve months after the date of the determination of the Total Capitalization; and (ii) the term "dividends on Common Stock" shall include dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows: (A) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty percent (20%) of Total Capitalization, the Corporation shall not declare such dividend in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds fifty percent (50%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividend is declared, except that the Corporation may at any time declare a dividend in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (A) could have been, and have not been, declared; and (B) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty-five percent (25%) but not less than twenty percent (20%) of Total Capitalization, the Corporation shall not declare such dividend on the Common Stock in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds seventy-five percent (75%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividend is, declared, except that the Corporation may at any time declare dividends in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (A) and in this subparagraph (B) could have been, and have not been, declared; and (C) At any time when the Common Stock Equity is twenty-five percent (25%) or more of Total Capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below twenty- five percent (25%) of Total Capitalization, except to the extent provided in subparagraphs (A) and (B) above. At any time when the aggregate of all amounts credited subsequent to January 1, 1954 to the depreciation reserve account of the Corporation through charges to operating revenue deductions or otherwise on the books of the Corporation (other than transfers out of the balance of surplus as of December 31, 1953) shall be less than the amount computed as provided in clause (i) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (A) and (B) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (i) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January l, 1954 to and including any such twelve-month period, less (ii) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January l, 1954 up to but excluding any such twelve-month period; provided that in the event any company is merged into the Corporation the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation" shall be exclusive of amounts provided for such property prior to the merger. (9) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the date(s) after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of any series of the Preferred Stock, but whenever (a) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid and (b) all payments shall have been made or funds shall have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of any series of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of funds legally available for payment of dividends. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, the Common Stock (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution. (10) Subject to the limitations hereinabove set forth, the Corporation, from time to time, may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may. be. fixed by its Board of Directors. (11) Subject to the limitations hereinabove set forth, the Corporation, in order to acquire funds with which to redeem any outstanding Preferred Stock of any class, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities. (12) Subject to the limitations hereinabove set forth, and except to the extent that conversions, participations or other special rights are established with respect to any series of Preferred Stock by the Board of Directors as hereinabove provided, the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular part of the outstanding Preferred Stock of any class, with the consent of the holders thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds (2/3) of the votes represented by shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the Bylaws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock of any class into or for Common Stock or authorize the conversion or. exchange of any Preferred Stock of any class into or for Preferred Stock of any other class if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased. (13) A consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Amended and Restated Articles of Incorporation. (14) If any provision in this Article SIXTH shall be in conflict or inconsistent with any other provision of these Amended and Restated Articles of Incorporation, the provisions of this Article SIXTH shall prevail and govern. (15) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Amended and Restated Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation. (16) The Statements of Creation of the Corporation dated as of (See Note l at the end hereof.) and attached hereto as Appendix "A" are hereby incorporated in these Amended and Restated Articles of Incorporation and made a part hereof as if they were set forth in full in this Article SIXTH. SEVENTH: Director Conflict of Interest. (a) A conflict of interest transaction is a transaction with the Corporation in which a director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the Corporation solely because of the director's interest in the transaction if any one of the following is true: (1) The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved, or ratified the transaction (2) The material facts of the transaction and the director's interest were disclosed or known to the holders of Common Stock and the transaction was authorized, approved, or ratified by the vote of the holders of a majority of the votes entitled to be cast by the Common Stock; or (3) The transaction was fair to the Corporation. (b) For purposes of this Article SEVENTH, a director of the Corporation has an indirect interest in a transaction and the transaction should be considered by the Board of Directors of the Corporation if: (1) Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or (2) Another entity of which the director is a director, officer, or trustee is a party to the transaction. EIGHTH: Board of Directors. (a) The affairs and business of the Corporation shall be conducted and controlled by a Board of Directors, and the number of directors which shall constitute the whole Board shall be such as from time to time shall be fixed by resolution adopted by holders of the Common Stock, but in no case shall the number of directors be less than three (3) nor more than eighteen (18). Directors shall be elected by the Common Stock except as provided in Article SIXTH (c)(2) at each annual meeting of the stockholders and each director so elected shall hold office until the next annual meeting of the stockholders or until his successor is elected and qualified, except as herein provided. All stockholders entitled to vote for the election of directors may cumulate their votes for directors. Any or all directors elected by the holders of Common Stock may at any time be removed without cause by the vote of the holders of a majority of the votes entitled to be cast by the Common Stock given at a meeting called for the purpose of considering such action, and the successor of any director so removed shall be elected by the holders of common stock at such meeting or at a later meeting; provided, however, a director may not be removed without cause if the number of votes sufficient to elect him under cumulative voting is voted against his removal. Any or all directors elected by the holders of Preferred Stock may at any time be removed without cause by the vote of the holders of a majority of the votes entitled to be cast by the Preferred Stock given at a meeting called for the purpose of considering such action, and the successor of any director so removed shall be elected by the holders of Preferred Stock at such meeting or at a later meeting; provided, however, a director may not be removed without cause if the number of votes sufficient to elect him under cumulative voting is voted against his removal. Except as provided in Article SIXTH(c)(2), vacancies occurring among the directors shall be filled by the shareholders at a special meeting held for such purpose, or by action taken in lieu of such meeting, or at the next annual meeting following any vacancy. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to participate in the filling of such vacancy. If the number of directors is decreased then to the extent that the decrease does not exceed the number of vacancies in the Board then existing, such resolution may provide that it shall become effective forthwith, and to the extent that the decrease does exceed such number of vacancies, such resolution shall provide that it shall not become effective until the next election of directors by the stockholders. The Board of Directors shall have power to hold their meetings, to have one or more offices and to keep the corporate books (except such books as are required by law to be kept within the State of Arkansas) outside of the State of Arkansas at such places as may from time to time be designated by them. The Board of Directors shall choose one of its members as president, and shall also choose a secretary and a treasurer, and such other officers as the Bylaws of the corporation shall prescribe. (b) The Board of Directors shall have power to authorize and cause to be executed mortgages or deeds of trust which shall cover and create a lien upon, or otherwise encumber, all or any part of the property of the Corporation of whatsoever kind and wheresoever situated whether then owned or thereafter acquired and to provide in any such mortgage or deed of trust that the amount of bonds or other evidences of indebtedness to be issued thereunder and to be secured thereby shall be limited to a definite amount or limited only by the conditions therein specified and to issue or cause to be issued by the Corporation the bonds or other evidences of indebtedness to be secured thereby. NINTH: Limitation of Director Liability. (a) To the fullest extent permitted by the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, or any other applicable law presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for or with respect to any acts or omissions in the performance of his duties. (b) Any repeal or modification of the foregoing subparagraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. TENTH: Indemnification. (a) Every person who is or was an officer, director or employee of the Corporation and who also is or was a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative or by or in the right of the Corporation, by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and. held harmless to the fullest extent legally permissible under and pursuant to the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, but in the case of any such amendment, only to the extent that such amendment permits the Corporation to give broader indemnification rights than said law permitted the Corporation to provide prior to such amendment. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such! right of indemnification shall not be exclusive of any other right which such director, officer or employee may have or hereafter acquire and, without limiting the generality of such statement, he shall be entitled to his rights of indemnification under any agreement, vote of shareholders, provision of law, or otherwise, as well as his rights under this Article TENTH. (b) Expenses incurred by any person who is or was an officer, director or employee of the Corporation in defending a civil, criminal, administrative, or investigative action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation or was serving at the Corporation's request as a director or officer of another corporation or as its representative in a partnership, joint venture, trust or other enterprise shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to the fullest extent legally permissible under and pursuant to the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights to payment of expenses than said law permitted the Corporation to provide prior to such amendment. Such right to payment of expenses shall be a contract right that may be enforced in any lawful manner by such person. (c) If any provision of this Article TENTH or the application thereof to any person or circumstance is adjudicated invalid, such invalidity shall not affect other provisions or applications of this Article TENTH which lawfully can be given without the invalid provision or application. ELEVENTH: Bylaws. The present by-laws of the Corporation shall continue to be the by-laws of the Corporation until changed or amended as therein or herein or by law provided. TWELFTH: Incorporators. The names of the incorporators of the Corporation, as set forth in the Agreement of Consolidation or Merger dated October 13, 1926, described in the first paragraph of these Amended and Restated Articles of Incorporation, which information is provided herein for informational purposes only, are as follows: C. D. Cherry W. H. Holmes Ray Gibson The number of shares of Common Stock, S100 Preferred Stock, and $25 Preferred Stock issued and outstanding and entitled to vote at the special meeting of the stockholders of the Corporation held on October 19, 1988, and as adjourned to November 9, 1988 (the "Special Meeting"), were as follows. Common Stock $100 Preferred Stock S25 Preferred Stock 54,980,196 1,811,089 3,438,211 At the Special Meeting, the shareholders of the Corporation considered and approved the following amendments to the Corporation's existing Agreement of Consolidation or Merger, as amended, by the respective votes set forth below, resulting in the adoption of these amended and Restated Articles of Incorporation. Item 1. Proposal to amend and restate the Corporation's existing Agreement of Consolidation or Merger, as amended, to adopt the new Arkansas Business Corporation Act as the corporate law which shall govern the affairs of the Corporation and to make certain other amendments as described in the Proxy Statement dated as of August 16, 1988. Number of Shares Voted COMMON STOCK $100 PREFERRED STOCK $25 PREFERRED STOCK IN FAVOR AGAINST IN FAVOR AGAINST IN FAVOR AGAINST 54,980,196 -0- 1,225,729 190,301 2,353,786 228,974 Item 2. Proposal to increase the authorized capital of the Corporation by creating a new class of preferred stock, consisting of 15,000,000 shares, which shall be labeled "Class A Preferred Stock," shall have a par value of $0.01 per share, and shall have the same rank and shall be on a parity with the existing classes of preferred stock. Number of Shares Voted COMMON STOCK $100 PREFERRED STOCK $25 PREFERRED STOCK IN FAVOR AGAINST IN FAVOR AGAINST IN FAVOR AGAINST 54,980,196 -0- 1,096,136 94,847 2,312,967 232,483 IN WITNESS WHEREOF, we have set our hands hereunto this 9th day of November, 1988. /s/ Jerry L. Maulden Jerry L. Maulden President and Chief Executive Officer ATTEST: /s/ Michael B. Bemis Michael B. Bemis Secretary VERIFICATION STATE OF ARKANSAS ) ) COUNTY OF PULASKI ) We, Jerry L. Maulden and Michael B. Bemis, being first duly sworn, do hereby state that we are the President and Chief Executive Officer and Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; that we are duly authorized in our respective capacities to execute the Amended and Restated Articles of Incorporation on behalf of Arkansas Power & Light Company; that each of us has read the foregoing Amended and Restated Articles of Incorporation; that the matters set forth herein are true and correct; and that we have so signed, executed and delivered the Amended and Restated Articles of Incorporation for the uses and purposes therein set forth. /s/ Michael B. Bemis /s/ Jerry L. Maulden Secretary President and Chief Executive Officer SUBSCRIBED AND SWORN TO before me on this 9th day of November, 1988. /s/ Shirley Hunter Notary Public My Commission expires: March 1, 1991 (SEAL) NOTE 1 DATE OF STATEMENTS OF CREATION April 20, 1954 March 30, 1955 October 22, 1964 April 7, 1965 October 18, 1966 January 16, 1969 April 6, 1972 December 6, 1972 November 28, 1973 July 16, 1975 November 12, 1975 December 15, 1976 January 24, 1979 June 21, 1979 January 22, 1980 November 24, 1986 APPENDIX A CERTIFICATE PURSUANT TO SECTION 64-201 OF THE ARKANSAS STATUTES OF ARKANSAS POWER & LIGHT COMPANY _____________________________ Arkansas Power & Light Company, a corporation organized under the laws of the State of Arkansas, does hereby certify: That at a meeting or the Board of Directors of said Arkansas Power & Light Company duly held on April 20, 1954, a resolution was duly adopted creating a series of the Preferred Stock, Cumulative, $100 par value, of the Corporation as follows: RESOLVED that the Board of Directors hereby creates and establishes and authorizes the issue of a series of the Preferred Stock, Cumulative, $100 par value, of the Corporation (being of the class authorized by amendment heretofore made this day of the Agreement of Consolidation or Merger under which the Corporation is constituted), which series or Preferred Stock shall: (a) consist of 70,000 shares to be designated "4.32% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $4.32 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be July 1, 1954 and such dividend date to be July 1, 1954 and such dividends to be cumulative from April 1, 1954; and (c) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $106.147 per share if redeemed on or before April 1, 1959 and on or before April 1, 1964, and of $103.647 per share if redeemed after April 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this certificate under its corporate seal and the hands of its President and Secretary this 20th date of April, 1954. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President (SEAL) Attest: /s/ L. E. Leas Secretary STATE OF ARKANSAS ) SS.: COUNTY OF PULASKI ) On this 20th day of April, 1954, before me, F. R. McGaughy, the undersigned officer, personally appeared R. E. Ritchie and L. E. Leas, who acknowledged themselves to be President and Secretary, respectively, of Arkansas Power & Light Company, a corporation, and that they, as such President and Secretary, respectively, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as President and Secretary. IN WITNESS WHEREOF I have hereunto set my hand and official seal. /s/ F. R. McGaughy Notary Public My Commission expires March 12, 1955 CERTIFICATE CREATING SERIES OF 4.72% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY ____________________________ Arkansas Power & Light Company, a corporation organized under the laws of the State of Arkansas, does hereby certify: That at a meeting of the Board of Directors of said Arkansas Power & Light Company duly held on March 30, 1955, a resolution was duly adopted creating a series of the Preferred Stock, Cumulative, $100 par value, of the Corporation as follows: RESOLVED, that the Board Of Directors hereby creates and establishes and authorizes the issue of a series of the Preferred Stock, Cumulative, $100 par value, of the Corporation (being of the class heretofore authorized by amendment of the Certificate of Incorporation of the Corporation), which series of Preferred Stock shall: (a) consist of 93,500 shares to be designated "4.72% Preferred Stock, Cumulative, $100 par value"; (b) have a dividend rate of $4.72 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1955 and such dividends to be cumulative from April 1, 1955; (c) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $109.50 per share if redeemed on or before April 1, 1960, of $108.50 per share if redeemed after April 1, 1960 and on or before April 1, 1965, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and (d) be issued for cash or on a share for share basis for shares of the $7 Preferred Stock and $6 Preferred Stock of the Corporation which may be converted into or exchanged for such shares of 4.72% Preferred Stock, Cumulative, $100 par value, with a cash adjustment of $5.36 per share to be given to the holders of the $7 Preferred Stock and a cash adjustment of $5.20 per share to be given to the holders of $6 Preferred Stock so converting or exchanging. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this certificate under its corporate seal and the hands of its Vice President and Assistant Secretary this 30th day of March, 1955. ARKANSAS POWER & LIGHT COMPANY By /s/ R. H. Teed Vice President Attest: /s/ J. L. Bodie Assistant Secretary STATE OF ARKANSAS ) : SS COUNTY OF PULASKI ) On this 30th day of March, 1955, before me, F. R. McGaughy, the undersigned officer, personally appeared R. H. TEED and J. L. BODIE, who acknowledged themselves to be Vice President and Assistant Secretary, respectively, of Arkansas Power & Light Company, a corporation, and that they, as such Vice President and Assistant Secretary, respectively, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as Vice President and Assistant Secretary. IN WITNESS WHEREOF I have hereunto set my hand and official seal. My commission expires: /s/ F. R. McGaughy Notary Public March 14, 1957 CERTIFICATE CREATING SERIES OF 4.56% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-201, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, does hereby certify: That a meeting of the Board of Directors of said Arkansas Power & Light Company duly held on October 22, 1964, a resolution was duly adopted creating a series of the Preferred Stock, Cumulative, $100 par value, of the Corporation as follows: RESOLVED, that the Board of Directors hereby creates and establishes and authorized the issuance of a series of the Preferred Stock, Cumulative, $100 par value, of the Corporation (being of the class heretofore authorized by amendment of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Corporation), which series of Preferred Stock shall: (a) consist of 75,000 shares to be designated "4.56% Preferred Stock, Cumulative, $100 par value"; (b) have a dividend rate of $4.56 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be January 1, 1965 and such dividends to be cumulative from October 1, 1964; (c) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $105.89 per share if redeemed on or before October 1, 1969, or $104.33 per share if redeemed after October 1, 1969 and on or before October 1, 1974, and of $102.83 per share if redeemed after October 1, 1974, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and further RESOLVED, that the President or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to file an appropriate certificate creating the new series of Preferred Stock in the offices of the Secretary of State of the State of Arkansas and the County Clerk of Pulaski County, Arkansas. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this certificate under its corporate seal and the hands of its President and Assistant Secretary this 22nd day of October, 1964. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President (Corporate Seal) ATTEST: /s/ J. D. Doyle Assistant Secretary STATE OF ARKANSAS ) SS COUNTY OF PULASKI ) On this 22nd day of October, before me, O. C. Gillham, the undersigned officer, personally appeared Reeves E. Ritchie and J. D. Doyle, who acknowledged themselves to be President and Assistant Secretary, respectively, of Arkansas Power & Light Company, a corporation, and that they, as such President and Assistant Secretary, respectively, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as President and Assistant Secretary. IN WITNESS WHEREOF I have hereunto set my hand and official seal. /s/ O. C. Gillham Notary Public (Notarial Seal) My commission expires: May 10, 1966 CERTIFICATE CREATING SERIES OF 4.56% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-201, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, does hereby certify: That at a meeting of the Board of Directors of said Arkansas Power & Light Company duly held on April 7, 1965, a resolution was duly adopted creating a series of the Preferred Stock, Cumulative, $100 par value, of the Company as follows: RESOLVED, that the Board of Directors hereby creates and establishes and authorizes the issuance of a series of the Preferred Stock, Cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendment of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 75,000 shares to be designated "4.56% Preferred Stock, Cumulative, $100 par value (1965 Series)": (b) have a dividend rate of $4.56 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1965, and such dividends to be cumulative from April 1, 1965; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $105.56 per share if redeemed on or before April 1, 1970, of $104.00 per share if redeemed after April 1, 1970 and on or before April 1, 1975, and of $102.50 per share if redeemed after April 1, 1975, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and further RESOLVED, that the President or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to file an appropriate certificate creating the new series of Preferred Stock in the offices of the Secretary of State of the State of Arkansas and the County Clerk of Pulaski County, Arkansas. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this certificate under its corporate seal and the hands of its President and Assistant Secretary this 7th day of April, 1965. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President (Corporate Seal) ATTEST: /s/ J. D. Doyle Assistant Secretary CERTIFICATE CREATING SERIES OF 6.08% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby certify: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on October 18, 1966 the following resolution was duly adopted by said Board of Directors, to wit: RESOLVED, that the Board of Directors hereby creates, establishes and authorizes the issuance of a series of the Preferred Stock cumulative. $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 100.000 shares to be designated "6.08% Preferred Stock, cumulative. $100 par value"; (b) have a dividend rate of $6 08 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be January 1, 1967 and such dividends to be cumulative from October 1, 1966; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $107.41 per share if redeemed on or before October 1, 1971, of $104.33 per share if redeemed after October 1, 1971 and on or before October 1, 1976, and of $102.83 per share if redeemed after October 1, 1976 in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and further RESOLVED, that the President or Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 18th day of October, 1966. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ J. D. Doyle Assistant Secretary (Corporate Seal) CERTIFICATE CREATING SERIES OF 7.32% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on January 16, 1969 the following resolution was duly adopted by said Board of Directors, to wit: RESOLVED, that the Board of Directors hereby creates, establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 100.000 shares to be designated "7.32% Preferred Stock, cumulative. $100 par value"; (b) have a dividend rate of $7.32 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be April 1, 1969 and such dividends to be cumulative from January 1, 1969; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.99 per share if redeemed on or before January 1, 1974, of $104.67 per share if redeemed after January 1, 1974 and on or before January 1, 1979, and of $103.17 per share if redeemed after January 1, 1979, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and further RESOLVED, that the President or Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 16th day of January, 1969. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ J. D. Doyle Assistant Secretary (Corporate Seal) CERTIFICATE CREATING SERIES OF 7.80% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on April 6, 1972 the following resolutions was duly adopted by said Board of Directors, to wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 150.000 shares to be designated "7.80% Preferred Stock, cumulative. $100 par value"; (b) have a dividend rate of $7.80 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1972 and such dividends to be cumulative from April 13, 1972; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $109.10 per share if redeemed on or before April 1, 1977 (except that no share of the 7.80% Preferred Stock shall be redeemed before April 1, 1977 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.80%A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.785% per annum, of $107.15 per share if redeemed after April 1, 1977, and on or before April 1, 1982, of $105.20 per share if redeemed after April 1, 1982, and on or before April 1, 1987, and of $103.25 per share if redeemed after April 1, 1987, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and FURTHER RESOLVED, that the President or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the of office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 6th day of April, 1972. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ Jerry L. Maulden Assistant Secretary (Corporate Seal) CERTIFICATE CREATING SERIES OF 7.40% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on December 6, 1972 the following resolutions were duly adopted by said Board of Directors, to wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 200.000 shares to be designated "7.40% Preferred Stock, cumulative. $100 par value"; (b) have a dividend rate of $7.40 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be April 1, 1973, for the period commencing December 14, 1972, to and including March 31, 1973, and such dividends to be cumulative from December 14, 1972; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.35 per share if redeemed on or before December 1, 1977 (except that no share of the 7.40% Preferred Stock shall be redeemed before December 1, 1977, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.40% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.3795% per annum, of $106.50 per share if redeemed after December 1, 1977 and on or before December 1, 1982 of $104.65 per share if redeemed after December 1, 1982, and on or before December 1, 1987, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and FURTHER RESOLVED, that the President or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 6th day of December, 1972. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ Helen G. Liftunch Assistant Secretary CERTIFICATE CREATING SERIES OF 7.88% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on November 28, 1973, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 150,000 shares to be designated "7.88% Preferred Stock, cumulative. $100 par value"; (b) have a dividend rate of $7.88 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be April 1, 1974, for the period commencing December 6, 1973, to and including March 31, 1974, and such dividends to be cumulative from December 6, 1973; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.91 per share if redeemed on or before December 1, 1978 (except that no share of the 7.88% Preferred Stock shall be redeemed before December 1, 1978, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.88% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.853% per annum, of $106.94 per share if redeemed after December 1, 1978 and on or before December 1, 1983 of $104.97 per share if redeemed after December 1, 1983, and on or before December 1, 1988, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and FURTHER RESOLVED, that the President or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new Series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 28th day of November, 1973. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ Helen G. Liftunch Assistant Secretary CERTIFICATE CREATING SERIES OF 10.60% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on July 16, 1975, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 200,000 shares to be designated "10.60% Preferred Stock, cumulative. $100 par value"; (b) have a dividend rate of $10.60 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be October 1, 1975, for the period commencing December 6, 1973, and such dividends to be cumulative from July 24, 1975; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $112.04 per share if redeemed on or before July 1, 1980 (except that no share of the 10.60% Preferred Stock shall be redeemed before July 1, 1980, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 10.60% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 10.5857% per annum, of $109.39 per share if redeemed after July 1, 1980 and on or before July 1, 1985 of $106.74 per share if redeemed after July 1, 1985, and on or before July 1, 1990, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and (d) be subject to redemption as and for a sinking fund as follows: On July 1, 1980 and on each July 1 thereafter (each such date being hereinafter referred to as a "10.60% Series Sinking Fund Redemption Date"), for so long as any shares of the 10.60% Preferred Stock shall remain outstanding, the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger as amended, 10,000 shares of the 10.60% Preferred Stock (or the number of shares then outstanding if less than 10,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem the shares of the 10.60% Preferred Stock being hereinafter referred to as the "10.60% Series Sinking Fund Obligation"). The 10.60% Series Sinking Fund Obligation shall be cumulative. If on any 10.60% Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 10.60% Series Sinking Fun Obligation with respect to the shares not redeemed shall carry forward to each successive 10.60% Series Sinking Fund Redemption Date until such shares shall have been redeemed. Whenever on any 10.60% Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 10.60% Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 10.60% Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 10.60% Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 10.60% Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the 10.60% Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, on each 10.60% Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 10,000 additional shares of the 10.60% Preferred Stock. The Company shall be entitled at its election, to credit against its 10.60% Series Sinking Fund Obligation on any 10.60% Series Sinking Fund Redemption Date any shares of the 10.60% Preferred Stock theretofore redeemed, other than shares of the 10.60% Preferred Stock redeemed pursuant to the 10.60% Series Sinking Fund Obligation (including shares optionally redeemed pursuant to this paragraph (d), purchased or otherwise acquired and not previously credited against the 10.60% Series Sinking Fund Obligation; and FURTHER RESOLVED, that the President, a Senior Vice President or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new Series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 16th day of July, 1975. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ Allen Mebane Assistant Secretary STATE OF ARKANSAS ) ) SS VERIFICATION COUNTY OF PULASKI ) We, Reeves E. Ritchie and Allen Mebane, being first duly sworn, do hereby state that we are the President and the Assistant Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us, has read the foregoing Articles of Amendment, and we, and each of us, do hereby state that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this 16th day of July, 1975. /s/ Reeves E. Ritchie Reeves E. Ritchie /s/ Allen Mebane Allen Mebane SUBSCRIBED AND SWORN to before me this 16th day of July, 1975. /s/ Kerry J. Harrison Notary Public My commission expires: May 2, 1978 CERTIFICATE CREATING SERIES OF 11.04% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ___________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on November 12, 1975, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 400,000 shares to be designated "11.04% Preferred Stock, cumulative. $100 par value" and hereinafter be referred to as "Second 1975 Series Preferred Stock"; (b) have a dividend rate of $11.04 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be January 1, 1976, and such dividends to be cumulative from November 20, 1975; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $112.54 per share if redeemed on or before July 1, 1980 (except that no share of the Second 1975 Series Preferred Stock shall be redeemed before November 1, 1980, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the Second 1975 Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 11.03% per annum), of $109.78 per share if redeemed after November 1, 1985, of $107.02 per share if redeemed after November 1, 1985, and on or before November 1, 1990, and of $104.26 per share if redeemed after November 1, 1990, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; (d) be subject to redemption as and for a sinking fund as follows: On November 1, 1980 and on each November 1 thereafter (each such date being hereinafter referred to as a "Second 1975 Series Sinking Fund Redemption Date"), for so long as any shares of the Second 1975 Series Preferred Stock shall remain outstanding, the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, 20,000 shares of the Second 1975 Series Preferred Stock (or the number of shares then outstanding if less than 20,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem the shares of the Second 1975 Series Preferred Stock being hereinafter referred to as the "Second 1975 Series Sinking Fund Obligation"). The Second 1975 Series Sinking Fund Obligation shall be cumulative. If on any Second 1975 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Second 1975 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Second 1975 Series Sinking Fund Redemption Date until such shares shall have been redeemed. Whenever on any Second 1975 Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the Second 1975 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Second 1975 Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its Second 1975 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Second 1975 Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the Second 1975 Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, on each Second 1975 Series Sinking Fund Redemption Date, a the aforesaid sinking fund redemption price, up to 20,000 additional shares of the Second 1975 Series Preferred Stock. The Company shall be entitled, at its election, to credit against its Second 1975 Series Sinking Fund Obligation on any Second 1975 Series Sinking Fund Redemption Date any shares of the Second 1975 Series Preferred Stock (including shares of the Second 1975 Series Preferred Stock optionally redeemed pursuant to this paragraph (d) theretofore redeemed, other than shares of the Second 1975 Series Preferred Stock redeemed pursuant to the Second 1975 Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Second 1975 Series Sinking Fund Obligation; and FURTHER RESOLVED, that the President, a Senior Vice President, or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 12th day of November, 1975. ARKANSAS POWER & LIGHT COMPANY By /s/ Reeves E. Ritchie President By /s/ Allen Mebane Assistant Secretary STATE OF ARKANSAS ) ) ss VERIFICATION COUNTY OF PULASKI ) We, Reeves E. Ritchie and Allen Mebane, being first duly sworn, do hereby state that we are the President and the Assistant Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us has read the foregoing Articles of Amendment, and we, and each of us, do hereby state that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this 12th day of November, `1975. /s/ Reeves E. Ritchie Reeves E. Ritchie /s/ Allen Mebane Allen Mebane SUBSCRIBED AND SWORN to before me this 12th day of November, 1975. /s/ Ruth Glover Notary Public My commission expires: April 6, 1977 STATEMENT OF CREATION OF SERIES OF 8.84 % PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ______________________________ ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on December 15, 1976, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $25 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 400,000 shares to be designated "11.04% Preferred Stock, cumulative. $25 par value" and hereinafter be referred to as "Preferred Stock"; (b) have a dividend rate of $2.21 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be April 1, 1977, and such dividends to be cumulative from December 23, 1976; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, S25 par value, in said Agreement of Consolidation or Merger, as amended, at the price of S28.21 per share if redeemed on or before December 1, 1981 [except that no share of the Preferred Stock shall be redeemed before December 1, 1981, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 8.795% per annum], of $27.66 per share if redeemed after December 1, 1981, and on or before December 1, 1986, of $27.11 per share if redeemed. after December 1, 1986, and on or before December 1, 1991, and of S26.56 per share if redeemed after December 1, 1991, in each case plus an amount equivalent to the accumulated and unpaid dividends ,thereon, if any, to the date fixed for redemption; and FURTHER RESOLVED, that the President, Chairman of the Board, a Senior Vice President, or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power. & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 15th day of December, 1976. ARKANSAS POWER & LIGHT COMPANY By: /s/ Arch P. Pettit President By: /s/ Allen Mebane Assistant Secretary STATE OF ARKANSAS ) ) SS VERIFICATION COUNTY OF PULASKI ) We, Arch P. Pettit and Allen Mebane, being first duly sworn, do hereby state that we are the President and Assistant Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us has read the foregoing Articles of Amendment, and we, and each of us, do hereby state that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this 15th day of December, 1976. /s/ Arch P. Pettit Arch P. Pettit /s/ Allen Mebane Allen Mebane SUBSCRIBED AND SWORN to before me this 15th day of December, 1976. /s/ Ruth Glover Notary Public My commission expires: April 6, 1977 STATEMENT OF CREATION OF SERIES OF 10.40% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on January 24, 1979, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $25 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 600,000 shares to be designated "10.40% Preferred Stock, cumulative. $25 par value" and hereinafter be referred to as "Preferred Stock"; (b) have a dividend rate of $2.60 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be April 1, 1979, and such dividends to be cumulative from February 1, 1979; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $28.60 per share if redeemed on or before February 1, 1984 (except that no share of the Preferred Stock shall be redeemed before February 1, l984, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 10.2755% per annum), of $27.95 per share if redeemed after February 1, 1984, and on or before February 1, 1989, of $27.30 per share if redeemed after February 1, 1989, and on or before February 1, 1994, and of $26.65 per share if redeemed after February 1 , 1994, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and FURTHER RESOLVED, that the President, a Senior Vice President, or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement o f the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 24th day of January, 1979. ARKANSAS POWER & LIGHT COMPANY By: /s/ Arch P. Pettit President By: /s/ Allen Mebane Assistant Secretary STATE OF ARKANSAS ) ) SS VERIFICATION COUNTY OF PULASKI ) We, Arch P. Pettit and Allen Mebane, being first duly sworn, do hereby state that we are the President and Assistant Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us has read the foregoing Articles of Amendment, and we, and each of us, do hereby state that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this 24th day of January, 1979. /s/ Arch P. Pettit Arch P. Pettit /s/ Allen Mebane Allen Mebane SUBSCRIBED AND SWORN to before me this 24th day of January, 1979. /s/ M. Janice Owen Notary Public My commission expires: May 15, 1982 STATEMENT OF CREATION OF SERIES OF 9.92% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Assistant Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on June 21, 1979, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates, and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $25 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 1,600,000 shares to be designated "9.92% Preferred Stock, cumulative. $25 par value" and hereinafter be referred to as "2nd 1979 Series Preferred Stock"; (b) have a dividend rate of $2.48 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be October 1, 1979, and such dividends to be cumulative from June 28, 1979; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $28.18 per share if redeemed on or before June 1, 1984 (except that no share of the 2nd 1979 Series Preferred Stock shall be redeemed before June 1, 1984, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice ) or such stock has an effective dividend cost to the Company (so computed) of less than 9.8086 per annum), of $27.56 per share if redeemed after June 1, 1984, and on or before June 1, 1989, of $26.94 per share if redeemed after June 1, 1989, and on or before June 1, 1994, and of $26.32 per share if redeemed after June 1, 1994, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and (d) be subject to redemption as and for a sinking fund as follows: On June 1, 1984 and on each June 1 thereafter (each such date being hereinafter referred to as a "2nd 1979 Series Sinking Fund Redemption Date"), for so long as any shares of the 2nd 1979 Series Preferred Stock shall remain outstanding, the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, 80,000 shares of the 2nd 1979 Series Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem the shares of the 2nd 1979 Series Preferred Stock being hereinafter referred to as the "2nd 1979 Series Sinking Fund Obligation") . The 2nd 1979 Series Sinking Fund Obligation shall be cumulative. If on any 2nd 1979 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 2nd 1979 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 2nd 1979 Series Sinking Fund Redemption Date until such shares shall have been redeemed. Whenever on any 2nd 1 97g Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 2nd 1979 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 2nd 1979 Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 2nd 1979 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 2nd 1979 Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the 2nd 1979 Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, on each 2nd 1979 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the 2nd 1979 Series Preferred Stock. The Company shall be entitled, at its election, to credit against its 2nd 1979 Series Sinking Fund Obligation on any 2nd 1979 Series Sinking Fund Redemption Date any shares of the 2nd 1979 Series Preferred Stock (including shares of the 2nd 1979 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)) theretofore redeemed, other than shares of 2nd 1979 Series Preferred Stock redeemed pursuant to the 2nd 1979 Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the 2nd 1979 Series Sinking Fund Obligation; and FURTHER RESOLVED, that the President, a Senior vice President, or a Vice President and an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of state of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Assistant Secretary this 21st day of June, 1979. ARKANSAS POWER & LIGHT COMPANY By: /s/ Jerry L. Maulden President By: /s/ W. M. Murphey Assistant Secretary STATE OF ARKANSAS ) ) SS VERIFICATION COUNTY OF PULASKI ) We, Jerry L. Maulden and W. M. Murphey, being first duly sworn, do hereby state that we are the President and Assistant Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us, have read the foregoing Articles of Amendment and we, and each of us, do hereby state that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this 21st day of June, 1979. /s/ Jerry L. Maulden Jerry L. Maulden /s/ W. M. Murphey W. M. Murphey SUBSCRIBED AND SWORN to before me this 21st day of June, 1979. /s/ Ruth Glover Notary Public My Commission Expires: April 6, 1981 STATEMENT OF CREATION OF SERIES OF 13.28% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on January 22, 1980, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $25 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 2,000,000 shares to be designated "13.28% Preferred Stock, cumulative, $25 par value" and hereinafter be referred to as the "1980 Series Preferred Stock"; (b) have a dividend rate of $3.32 per share per annum payable quarterly on January 1, April 1, July 1, and October 1, of each year, the first dividend date to be April 1, 1980, and such dividends to be cumulative from January 30, 1980: (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $29.88 per share if redeemed on or before January 1, 1985 (except that no share of the 1980 Series Preferred Stock shall be redeemed before January 1, 1985, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 1980 Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 13.1908% per annum), of $29.05 per share if redeemed after January 1, 1985, and on or before January 1, 1990, of $28.22 per share if redeemed after January 1, 1990, and on or before January 1, 1995, and of $27.39 per share if redeemed after January 1, 1995, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and (d) be subject to redemption as and for a sinking fund as follows:, On January 1, 1985, and on each January 1 thereafter (each such date being hereinafter referred to as the "1980 Series Sinking Fund Redemption Date"), for so long as any shares of the 1980 Series Preferred Stock shall remain outstanding, the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, 100,000 shares of the 1980 Series Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem the shares of the 1980 Series Preferred Stock being hereinafter referred to as the "1980 Series Sinking Fund Obligation"). The 1980 Series Sinking Fund Obligation shall be cumulative. If on any 1980 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 1980 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 1980 Series Sinking Fund Redemption Date until such shares shall have been redeemed. Whenever on any 1980 Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 1980 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 1980 Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 198 0 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 1980 Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the 1980 Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, on each 1980 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the 1980 Series Preferred Stock. The Company shall be entitled, at its election, to credit against its 1980 Series Sinking Fund Obligation on any 1980 Series Sinking Fund Redemption Date any shares of the 1980 Series Preferred Stock (including shares of the 1980 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)) theretofore redeemed, other than shares of 1980 Series Preferred Stock redeemed pursuant to the 1980 Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the 1980 Series Sinking Fund Obligation; and, FURTHER RESOLVED, that the President, a Senior Vice President, or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Secretary this 22nd day of January, 1980. ARKANSAS POWER & LIGHT COMPANY /s/ Jerry Maulden President /s/ Jerry D. Jackson Secretary STATE OF ARKANSAS ) ) SS VERIFICATION COUNTY OF PULASKI ) We, Jerry L. Maulden and Jerry D. Jackson, being first duly sworn, do hereby state that we are the President and Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us, have read the foregoing Articles of Amendment, and we, and each of us, do hereby state that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this 22nd day of January, 1980. /s/ Jerry L. Maulden /s/ Jerry D. Jackson SUBSCRIBED AND SWORN to before me this 22nd day of January, 1980. /s/ Ruth Glover Notary Public My Commission Expires: April 6, 1981 STATEMENT OF CREATION OF SERIES OF 8.52% PREFERRED STOCK OF ARKANSAS POWER & LIGHT COMPANY PURSUANT TO SECTION 64-202, ARKANSAS STATUTES ARKANSAS POWER & LIGHT COMPANY, a corporation organized under the laws of the State of Arkansas, by its President and Secretary, does hereby state: (a) The name of the corporation filing this Statement is ARKANSAS POWER & LIGHT COMPANY (b) At a meeting of the Board of Directors of the corporation duly and properly called, convened and held on November 19, 1986, the following resolutions were duly adopted by said Board of Directors, to-wit: RESOLVED, that the Board of Directors hereby creates and establishes and authorizes the issuance of a series of the Preferred Stock, cumulative, $100 par value, of the Company (being of the class heretofore authorized by amendments of the Agreement of Consolidation or Merger which comprises the Articles of Incorporation of the Company), which series of Preferred Stock shall: (a) consist of 500,000 shares to be designated "8.52% Preferred Stock, cumulative, $100 par value" and hereinafter to be referred to as the "1986 Series Preferred Stock"; (b) have a dividend rate of $8.52 per share per annum payable quarterly on January 1, April 1, July 1, and October 1, of each year, the first dividend date to be January 1, 1987, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.52 per share if redeemed on or before November 1, 1991 (except that no share of the 1986 Series Preferred Stock shall be redeemed before November 1, 1991, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 1986 Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 8.780% per annum), of $106.39 per share if redeemed after November 1, 1991, and on or before November 1, 1996, of $104.26 per share if redeemed after November 1, 1996, and on or before November 1, 2001, and of $102.13 per share if redeemed after November 1, 2001, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemptions and (d) be subject to redemption as and for a sinking fund as follows: on November 1, 1991 and on each November 1 thereafter (each such date bring hereinafter referred to as a 1986 Series Sinking Fund Redemption Date"), for so long as any shares of the 1986 Series Preferred Stock shall remain outstanding,; the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, 25,000 shares of the 1986 Series Preferred Stock (or the number of shares then outstanding if less than 25,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem such shares of the 1986 Series Preferred Stock being hereinafter referred to as the "1986 Series Sinking Fund Obligation"); the 1986 Series Sinking Fund Obligation shall be cumulative; if on any 1986 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 1986 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive l986 Series Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 1986 Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 1986 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 1986 Series Preferred Stock (such obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 1986 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 1986 Series Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the 1986 Series Sinking Fund Obligation, the Company shall have the option, which shall be non- cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, on each 1986 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 25,000 additional shares of the 1986 Series Preferred Stock; the Company shall be entitled, at its election, to credit against its 1986 Series Sinking Fund Obligation on any 1986 Series Sinking Fund Redemption Date any shares of the 1986 Series Preferred Stock, (including shares of the 1986 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)), theretofore redeemed (other than shares of the 1986 Series Preferred Stock redeemed pursuant to the 1986 Series Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 1986 Series Sinking Fund Obligation; and further RESOLVED, that the President, an Executive Vice President, or a Vice President and the Secretary or an Assistant Secretary are hereby authorized and directed to execute and file in the office of the Secretary of State of the State of Arkansas an appropriate statement of the creation of the new series of Preferred Stock. IN WITNESS WHEREOF, Arkansas Power & Light Company has made this statement under its corporate seal and the hands of its President and Secretary this; 24th day of November, 1986. ARKANSAS POWER & LIGHT COMPANY By: /s/ Jerry L. Maulden President By: /s/ Michael B. Bemis STATE OF ARKANSAS ) ) SS VERIFICATION COUNTY OF PULASKI ) We, Jerry L. Maulden and Michael B. Bemis, being first duly sworn, do hereby state that we are the President and Secretary, respectively, of Arkansas Power & Light Company, an Arkansas corporation; and that we, and each of us, have read the foregoing Articles of Amendment, and we, and each of us, do hereby State that the matters set forth therein are true and correct, and we, therefore, subscribe this verification this ,24th day of November, 1986. /s/ Jerry L. Maulden Jerry L. Maulden /s/ Michael B. Bemis Michael B. Bemis SUBSCRIBED AND SWORN to before me this 24th day of November, 1986. /s/ Virginia A. McAllister Notary Public My Commission Expires: October 6, 1989 (SEAL) ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARKANSAS POWER & LIGHT COMPANY The undersigned, Gerald D. McInvale and Lee W. Randall, the Senior Vice President and Chief Financial Officer and Vice President, Chief Accounting Officer and Assistant Secretary, respectively, of Arkansas Power & Light Company, a corporation duly organized, created and existing under and by virtue of the laws of the State of Arkansas (the "Corporation"), hereby certifies, with respect to the adoption of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, that: 1. The name of the Corporation is Arkansas Power & Light Company. 2. On July 25, 1990 and May 15, 1991, the Board of Directors of the Corporation, at meetings duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, established five new series of the Corporation's preferred stock, authorized the Executive Committee of the Board of Directors to approve the issuance and sale, and determine the designation and relative rights, preferences and limitations of such new series of the Corporation's preferred stock, within limits prescribed by the Board, and authorized officers of the Corporation to file appropriate Articles of Amendment with respect to such new series of the Corporation's preferred stock. 3. On May 23, 1991, acting pursuant to said authority, the Executive Committee of the Board of Directors of the Corporation, at a meeting duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, effected the amendment of Article SIXTH of the Corporation's Amended and Restated Articles of Incorporation, without shareholder action, pursuant to the provisions of A.C.A. 4-27-602 and 4-27-825, as follows: Paragraph (c) of Article SIXTH is amended to add the following subparagraph (17) to the end thereof: 17. 2,000,000 of the 15,000,000 shares of the Corporation's Class A Preferred Stock authorized in paragraph (a) of this Article SIXTH shall consist of a series of the Class A Preferred Stock of the Corporation which shall: (a) be designated "$2.40 Preferred Stock, Cumulative, S0.01 Par Value (Involuntary Liquidation Value $25)" and hereinafter be referred to as the "1991 Series Preferred Stock"; (b) have a price payable on involuntary liquidation, dissolution or winding up of the Corporation Of $25 per share; (c) have a dividend rate of $2.40 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1991, and such dividends to be cumulative from May 30, 1991; and (d) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock in the Corporation's Amended and Restated Articles of Incorporation at the price of $25 per share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 1991 Series Preferred Stock shall be redeemed on or before July 1, 1996; however, such price of $25 per share is established notwithstanding such limitation on redemption as the current redemption price for the period on or before July 1, 1996 for purposes of subparagraph (6) of paragraph (c) of Article SIXTH). 4. The date of the adoption of these Articles of Amendment was May 23, 1991. IN WITNESS WHEREOF, we have hereunto set our hands as Vice President and Assistant Secretary, respectively, of Arkansas Power & Light Company, effective as of May 23, 1991. /s/ Gerald D. McInvale Senior Vice President and Chief Financial Officer /s/ Lee W. Randall Vice President, Chief Accounting Officer and Assistant Secretary ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARKANSAS POWER & LIGHT COMPANY The undersigned, R. Drake Keith, President, Chief Operating Officer and Secretary, and John J. Harton, Vice President, Administration and Assistant Secretary, of Arkansas Power & Light Company, a corporation duly organized, created and existing under and by virtue of the laws of, the State of Arkansas (the "Corporation), hereby certify, with respect to the adoption of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, that: 1. The name of the Corporation is Arkansas Power & Light Company. 2. On July 25, 1990 and May 27, 1992, the Board of Directors of the Corporation, at meetings duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, established five new series of the Corporation's preferred stock, and effected the amendment of Article SIXTH of the Corporation's Amended and Restated Articles of Incorporation, without shareholder action, pursuant to the provisions of A.C.A. 4-27-602 as follows: Paragraph (c) of Article SIXTH is amended to add the following subparagraph (18) to the end thereof: 18. 600,000 of the 15,000,000 shares of the Corporation's Class A Preferred Stock authorized in paragraph (a) of this Article SIXTH shall consist of a series of the Class A Preferred Stock of the Corporation which shall: (a) be designated "$l.96 Preferred Stock, Cumulative, $0.01 Par Value (Involuntary Liquidation Value $25)" and hereinafter be referred to as the "1992 Series Preferred Stock"; (b) have a price payable on involuntary liquidation, dissolution or winding up of the Corporation of $25 Per Share; (c) have a dividend rate of $1.96 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1992, and such dividends to be cumulative from June 3, 1992; and (d) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock in the Corporation's Amended and Restated Articles Or Incorporation at the price of $25 per share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 1992 Series Preferred Stock shall be redeemed on or before July 1, 1997; however, such price of $25 per share is established notwithstanding such limitation on redemption as the current redemption price for the period on or before July 1, 1997 for purposes of subparagraph (6) of paragraph (c) of Article SIXTH). 4. The date of the adoption of these Articles of Amendment was May 27, 1992. IN WITNESS WHEREOF, we have hereunto set our hands as President and Assistant Secretary, respectively, of Arkansas Power & Light Company, effective as of May 27, 1992. /s/ R. Drake Keith President, Chief Operating Officer and Secretary /s/ John J. Harton Vice President, Administration and Assistant Secretary ARKANSAS POWER & LIGHT COMPANY Articles of Amendment Under Ark. Code Ann. 4-27-1006 April 22, 1996 The undersigned corporation, pursuant to Section 4-27-1006 of the Arkansas Code, as amended, submits the following document and sets forth: 1.The name of the corporation is Arkansas Power & Light Company. 2.As evidenced by the attached Stockholder's Unanimous Written Approval of Amendment, the following amendment, effective April 22, 1996, to the Amended and Restated Articles of Incorporation, as amended, was proposed by the Board of Directors of Arkansas Power & Light Company on April 15, 1996, was unanimously adopted by the stockholders of the Corporation entitled to vote on the amendment on April 22, 1996, in accordance with and in the manner prescribed by the laws of the State of Arkansas and the Amended and Restated Articles of Incorporation of Arkansas Power & Light Company, as amended: RESOLVED, That the Title and Article FIRST of the Amended and Restated Articles of Incorporation of Arkansas Power & Light Company is amended to read as follows: "AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ENTERGY ARKANSAS, INC." "FIRST: Name. The name of the Corporation is ENTERGY ARKANSAS, INC."; and further RESOLVED, That, any additional references to "Arkansas Power & Light Company" in said Amended and Restated Articles of Incorporation, as amended, be changed to "Entergy Arkansas, Inc." 3.Pursuant to the Laws of the State of Arkansas and the Amended and Restated Articles of Incorporation of Arkansas Power & Light Company, as amended, the holders of the outstanding shares of common stock were the only stockholders entitled to vote on the amendment, there being no right to vote on the amendment by the holders of preferred stock of Arkansas Power & Light Company. 4.The number of shares of common stock of the Corporation outstanding at the time of such adoption was 46,980,196; and the number of shares of common stock entitled to vote thereon was 46,980,196; the number of shares of common stock voting for the amendment was 46,980,196; the number of shares of common stock voting against the amendment was -0- ; the number of shares of preferred stock of the Corporation outstanding at the time of such adoption was 4,924,586, none of which preferred shares were entitled to vote thereon. Dated the 22nd day of April, 1996. ARKANSAS POWER & LIGHT COMPANY By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President and Secretary By: /s/ Christopher T. Screen Christopher T. Screen Assistant Secretary EX-3 3 Exhibit 3(b) GULF STATES UTILITIES COMPANY RESTATED ARTICLES OF INCORPORATION AS AMENDED MAY 3,1984 EFFECTIVE MAY 11, 1984 [CONFORMED COPY] FILED In the Office of the Secretary of State of Texas May 11, 1984 CLERK II U CORPORATIONS SECTION RESTATED ARTICLES OF INCORPORATION of GULF STATES UTILITIES COMPANY 1. Adoption of Restated Articles of Incorporation. Gulf States Utilities Company, pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts Restated Articles of Incorporation which accurately copy the Restated Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provision thereof. 2. Amendment to Present Restated Articles of Incorporation. The Restated Articles of Incorporation of the Corporation are amended as follows: Article IX is amended by striking therefrom Article IX as now existing in its entirety and inserting in lieu thereof the following new Article IX. ARTICLE IX. The Corporation shall indemnify Directors, officers, employees, agents, nominees and designees of the Corporation and purchase and maintain liability insurance for them as, and to the extent permitted or required by law and provided for by the Bylaws of the Corporation, general or specific action of the Board of Directors, or contract. 3. Amendment and Restated Articles of Incorporation adopted in conformity with Texas Business Corporation Act. The amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Business Corporation Act and such Restated Articles of Incorporation and the amendment made by such Restated Articles of Incorporation was duly adopted by the shareholders of the Corporation on May 3, 1984. 4. Vote upon Amendment and Restated Articles of Incorporation. The number of shares of the Corporation outstanding was 92,765,635, consisting of 4,725,157 shares of Preferred Stock--$100 Par Value, 4,000,000 shares of Preference Stock and 84,040,478 shares of Common Stock. The number of outstanding shares entitled to vote on the amendment and on the Restated Articles of Incorporation as so amended, were as follows: Preferred Stock & Common Stock Preference Stock On amendment and Restated Articles as so amended...... 84,040,478 (Not entitled to vote) The number of shares voted for and against such amendment and the Restated Articles as so amended, were: Preferred Stock & Common Stock Preference Stock For Against For Against Amendment of Article IX and Restated Articles as so amended ....... 68,956,958 1,458,390 (Not entitled to vote) 5. No Reclassification of Issued Shares or Change in Amount of Stated Capital. The amendment referred to in Section 2 hereof does not effect any exchange, reclassification or cancellation of issued shares or any change in the amount of the stated capital of the Corporation. 6. Text of Restated Articles of Incorporation. The Restated Articles of Incorporation and all amendments thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as further amended as above set forth: RESTATED ARTICLES OF INCORPORATION of GULF STATES UTILITIES COMPANY ARTICLE I. The name of the Corporation is "GULF STATES UTILITIES COMPANY". ARTICLE II. The purposes for which the Corporation is formed are the generation, manufacture, transportation, distribution, supply and sale of electric current, light and power to the public; the production, manufacture and purchase of gas and the transportation, distribution, sale and supply of gas to the public; the purchase, generation, manufac ture, transportation, distribution and sale of steam; the doing of all such things as may be necessary or convenient in carrying out any and all of the foregoing purposes. The foregoing shall be construed as objects, purposes and powers, and it is hereby expressly provided that neither the foregoing specific enumeration nor anything in these Articles of Incorporation contained shall be deemed to limit or exclude any power, right or privilege not permitted by the laws of the State of Texas, for the purposes for which the Corporation is organized. ARTICLE III. The places where the business of the Corporation is to be transacted are in Jefferson County, Texas, and elsewhere within or without the State of Texas and its principal office is to be located in the City of Beaumont, Jefferson County, State of Texas. The post office address of the registered office of the Corporation is 350 Pine Street, Beaumont, Texas, 77701 and the name of its registered agent at such address is William E. Heaner, Jr. ARTICLE IV. The period of duration of the Corporation is perpetual. ARTICLE V. The number of Directors of the Corporation shall not be less than three (3) and not more than the number fixed from time to time by the Bylaws of the Corporation. The names and addresses of the persons who initially served as Directors from the date of filing of the original Articles of Incorporation on August 25, 1925 until their successors were elected and qualified were: J. G. Holtzclaw and Y. D. Carroll of Beaumont, Jefferson County, Texas, and Palmer Hutcheson of Houston, Harris County, Texas. ARTICLE VI. A. The total number of authorized shares of the capital stock of the Corporation shall be as follows: Authorized Class Par Value Shares Preferred Stock--$100 par value $100 6,000,000 Preferred Stock--without par value without par value 10,000,000 Preference Stock without par value 20,000,000 Common Stock without par value 200,000,000 References in these Articles of Incorporation to "Preferred Stock" shall refer to both classes of Preferred Stock except where otherwise indicated. B. The Corporation has received for shares issued consideration m excess of $1,000 consisting of motley paid, labor done, or property actually received. C. Subject to limitations in the Articles of Incorporation, any shares of stock of the Corporation now and hereafter authorized may be issued and disposed of by the Board of Directors of the Corporation at any time or from time to time for such consideration in the form of money paid, labor done, or property actually received as may be fixed at any time or from time to time by the Board of Directors, provided, that as to any of such shares with par value the consideration so to be received shall not be less than the par value thereof; and authority so to fix such consideration is hereby granted by the stockholders to the Board of Directors; and any and all shares so issued and disposed of shall be fully paid and nonassessable. D. The aggregate number of shares which the Corporation shall have authority to issue may be increased or decreased at any time or times in any manner then prescribed or permitted by existing laws of Texas, subject, however, to the provisions of these Articles of Incorporation. E. The descriptions of the different classes of capital stock of the Corporation and the preferences, designations, relative rights, privileges and powers of, and the restrictions, limitations or qualifications on, said classes of stock are as follows: PREFERRED STOCK. 1. Series and Limits of Variations Between Series of the Preferred Stock. Subject to the provisions of this Article VI setting forth the provisions of the established series of Preferred Stock--$100 Par Value (which said provisions, however, shall not continue effective as to any shares which are redeemed or repurchased and restored to the status of authorized but unissued shares of such class), each class of Preferred Stock may be issued in one series or divided into and issued in more than one series from time to time as herein provided. Series shall be established by the Board of Directors. The authorized number of shares of any such series, the designation of such series, the relative rights and preferences thereof and the terms and characteristics thereof (in those respects in which the shares of one series may vary from the shares of other series as herein provided) shall be fixed and determined at any time prior to the issuance thereof by resolution or resolutions of the Board of Directors of the Corporation. All shares of each series shall be alike in every particular. Preferred Stock of ail series within each class shall be of equal rank and shall be identical in all respects, except in the following particulars: (a) The designation of such series, which may be by distinguishing number, letter or title; (b) The rate at which dividends are to accrue on the shares of such series, hereinafter referred to as the "fixed dividend rate"; (c) The terms and conditions on which the shares of such series may be redeemed and the amount payable in respect of the shares of such series in case of the redemption thereof at the option of the Corporation, the amount so fixed being hereinafter referred to as the "fixed redemption price", and the amount payable in respect of the shares of such series in case of the redemption thereof for any sinking fund for such series, which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action; (d) The amount payable in respect of the shares of such series in case of liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in any distribution of its assets to its Common Stockholders, the amount so fixed being hereinafter referred to as the "fixed liquidation price", and the amount payable, if any, in addition to the fixed liquidation price for each series in case such liquidation, dissolution, winding up, reduction or decrease be voluntary, the amount so fixed being hereinafter referred to as the "fixed liquidation premium", which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action; (e) Any requirement as to any sinking fund or purchase fund for, or the redemption, purchase or other retirement by the Corporation of, the shares of such series; (f) The right, if any, to convert the shares of such series into shares of any other series of such class of Preferred Stock or into shares of any other class of stock of the Corporation and the rate or basis, time, manner, terms and conditions of conversion or the method by which the same shall be determined; and (g) With respect to series of Preferred Stock--without par value, and only such class, the voting rights of the shares of such series; provided that the vote per share fixed for the shares of any series of such class on such issues as to which it is given voting rights by these Articles of Incorporation or by law may not exceed one one-hundredth of a vote per dollar of consideration per share fixed by the Board of Directors for such shares upon original issuance of such series which shall constitute the stated capital value of such share. Each share of Preferred Stock--$100 Par Value shall have one vote per share on such issues as to which it is given voting rights by these Articles of Incorporation or by law. 2. Dividends on the Preferred Stock. Out of the assets of the Corporation available for dividends, the holders of each series of Preferred Stock at the time outstanding shall be entitled to receive, if and when declared payable by the Board of Directors, dividends in lawful money of the United States of America at, but not exceeding, the fixed dividend rate for the particular series, payable quarterly on March 15, June 15, September 15 and December 15 in each year, before any dividends (other than a dividend payable in Common Stock of the Corporation) shall be paid upon or set apart for the Common Stock; and such dividends on each series of Preferred Stock shall be cumulative, so that, if in any past dividend period or periods full dividends upon each series of outstanding Preferred Stock at the fixed dividend rate or rates therefor shall not have been paid, the deficiency (without in terest) shall be paid or declared and set apart for payment before any dividends shall be paid upon or set apart for the Common Stock. Dividends on all shares of Preferred Stock of each series of both classes, other than the shares of the $4.40 Dividend Preferred Stock-- $100 Par Value (issued in 1944) and $4.50 Dividend Preferred Stock-- $100 Par Value (issued in 1947), shall commence to accrue and be cumulative from the dividend date for such series next preceding the date of issue of the initial shares of such series, or from said date of issue, if that be a dividend date; but in the event of the issue of additional shares of Preferred Stock of any series, subsequent to the date of the initial issue of shares of such series, all dividends paid on Preferred Stock of such series prior to the issue of such additional shares, and all dividends declared payable to the holders of record of Preferred Stock of such series at a date prior to such issue, shall be deemed to have been paid in respect of the additional shares so issued, and in the event any shares of Preferred Stock of any series are issued on any date other than a dividend date, any dividends accrued and cumulated from the dividend date next preceding the date of issue to the date of issue shall be deemed for all purposes to have been paid in respect of all such shares so issued and the dividend payable thereon on the next dividend date shall be reduced by the amount so deemed to have been paid. Any dividends declared or paid on Preferred Stock in an amount less than full cumulative dividends accrued or in arrears upon all Preferred Stock outstanding shall, if more than one series be outstanding, be divided among the different series in both classes then outstanding in proportion to the aggregate amounts which would be distributable to Preferred Stock of each series if full cumulative dividends were declared and paid thereon. 3. Preference of Preferred Stock on Liquidation, etc. In the event of any liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation, the holders of Preferred Stock of each series in both classes then outstanding shall be entitled to receive, for each share thereof, the fixed liquidation price for such series, plus, in case such liquidation, dissolution, winding up, reduction or decrease shall have been voluntary, the fixed liquidation premium for such series, if any, together in all cases with all dividends accrued or in arrears thereon, before any distribution of the assets shall be made to the holders of the Common Stock; but the holders of Preferred Stock shall be entitled to no further participation in such distribution. If upon any such liquidation, dissolution, winding up, reduction or decrease, the assets distributable among the holders of Preferred Stock shall be insufficient to permit the payment of the full preferential amounts aforesaid, then the entire assets of the Corporation to be distributed shall be distributed among the holders of each series in both classes of Preferred Stock then outstanding, ratably in proportion to the full preferential amounts to which they are respectively entitled. As used in this Article the expression "dividends accrued or in arrears" means, in respect of each share of Preferred Stock of any series, that amount which shall be equal to simple interest upon the par or stated value at an annual rate equal to the percentage that the fixed dividend rate for such series is of the par or stated value, from the date from which cumulative dividends thereon commence to accrue to the date as of which the computation is to be made, less the aggregate amount (without interest thereon) of all dividends theretofore paid (or deemed to have been paid) or declared and set aside for payment in respect thereof. A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or the repurchase or redemption of Preferred Stock in accordance with the provisions of Paragraph 4 below, or the purchase of Common Stock in accordance with the provisions of Paragraph 14 below, whether or not the Preferred or Common Stock so redeemed or repurchased shall be retired, shall not be regarded as a "liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation" within the meaning of this Paragraph 3. 4. Redemption and Repurchase of Preferred Stock. The Corporation may, at its option expressed by vote of its Board of Directors, at any time or from time to time, redeem the whole or any part of either or both classes of Preferred Stock or of any series thereof at the fixed redemption price for such series, together with the amount of any dividends accrued or in arrears thereon to the date of such redemption. Notice of any proposed redemption of any series of Preferred Stock shall be given by publication at least once in a newspaper printed in the English language and customarily published on each business day and of general circulation in each of the City of Beaumont, State of Texas, and the Borough of Manhattan, City and State of New York, the publication in each such newspaper to be at least 30 days, and not more than 60 days, prior to the date fixed for such redemption. As a matter of courtesy, but not a matter of right, the Corporation may mail a copy of such notice to the holders of record of each series of Preferred Stock to be redeemed, at their respective addresses then appearing on the books of the Corporation, to the extent that they may lawfully do so; but neither failure to mail such copy nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of each series of Preferred Stock so to be redeemed. Any such redemption of any series of Preferred Stock shall be in such amount, at such places and by such method, whether by lot or pro rata, as shall from time to time be determined by vote of its Board of Directors. From and after the date fixed in any such notice as the date of redemption, unless default shall be made by the Corporation in providing funds sufficient for such redemption at or before the time and at the place specified for the payment thereof pursuant to said notice, all dividends on the shares called for redemption shall cease to accrue; and from and after the date so fixed, unless default be made as aforesaid, or from and after the date of the earlier deposit by the Corporation in trust, with a bank or trust company having an aggregate capital and surplus of at least $5,000,000 and doing business in the Borough of Manhattan, City and State of New York, or in the City of Boston, Commonwealth of Massachusetts, of funds sufficient for such redemption (a statement of the intention so to deposit having been included in said notice) all rights of the holders of the shares so called for redemption as stockholders of the Corporation, except only the right to receive, without interest, when due the redemption funds to which they are entitled, shall cease and determine. Any funds so deposited which shall remain unclaimed by the holders of such Preferred Stock at the end of six (6) years after the redemption date, together with any interest thereon that shall have been allowed by the bank or trust company with which the deposit shall have been made, shall be paid by it to the Corporation to be held by the Corporation for such holders. The Corporation may also from time to time repurchase shares of its Preferred Stock at not exceeding the price at which the same may be redeemed. Shares of Preferred Stock of either class redeemed or repurchased by the Corporation shall be restored to the status of authorized but unissued shares of such class of Preferred Stock without designation thereof and may from time to time be reissued as provided in Paragraph 1 of this Article VI. 5. Restrictions on Certain Corporation Action. So long as any shares of any series of such class of Preferred Stock shall remain outstanding, the Corporation shall not, without the affirmative vote of the holders of two-thirds of the total number of shares of such class of Preferred Stock then outstanding, at a meeting of such class of Preferred Stockholders called for the purposes of approving such action (but upon such vote, and any requisite vote at a meeting of the holders of all classes of stock then outstanding having the privilege to vote to authorize the Board of Directors to take such action, may): (a) Authorize or issue any stock ranking prior to such class of Preferred Stock in respect of dividends or assets (such stock being hereinafter in this Paragraph 5 referred to as "Senior Stock") or authorize or issue any stock ranking on a parity with such class of Preferred Stock (but not including any series or stock of Preferred Stock--$100 Par Value or Preferred Stock-- without par value) in respect of dividends or assets (such stock ranking on a parity with but excluding Preferred Stock--$100 Par Value and Preferred Stock-- without par value being hereinafter in this Paragraph 5 referred to as "Parity Stock"), except (i) the issue of Senior Stock or Parity Stock upon conversion of obligations or securities convertible into, or upon exercise of warrants, rights or options to purchase or subscribe to, Senior Stock or Parity Stock which has been authorized pursuant to (b) below, and (ii) the issue of any stock of any series of either class of Preferred Stock up to the number of shares of such class then authorized hereunder, which issuance may be done by the Board of Directors as provided in these Articles of Incorporation, without any vote by holders of shares of either class of Preferred Stock except as may be required by the provisions of clause (f) below; (b) Authorize or issue any obligation or security convertible into, or any warrants, rights or options to purchase or subscribe to, shares of Senior Stock or Parity Stock; (c) Reduce the amount of capital represented by the outstanding Preferred Stock of such class; or reduce below $11,101,124 the aggregate amount of capital represented by Common Stock, except in a case where any State or Federal regulatory body having jurisdiction shall have required or permitted the Corporation to reduce the book value of any of its assets and, in connection therewith, the amount of capital represented by Common Stock shall be reduced by an amount or amounts not exceeding in the aggregate the amount of such reduction in book value of assets; provided, however, that nothing herein shall require any such vote of the holders of either class of Preferred Stock if the reduction of capital shall be in connection with the retirement of shares of either class of Preferred Stock repurchased or redeemed in accordance with the provisions of this Article VI and shall not be in excess of the capital represented by the repurchased or redeemed shares; references to ''capital" in this clause (c) being references to stated capital as defined by law; or (d) Alter, amend, or repeal the provisions relating to such class of Preferred Stock so as to affect adversely any of the preferences or other rights of such class of Preferred Stock. So long as any shares of any series of either class of Preferred Stock shall remain outstanding, the Corporation shall not: (e) Authorize or issue any obligation or security convertible into, or any warrants, rights or options to purchase or subscribe to shares of any series of Preferred Stock or authorize any shares of Preferred Stock in excess of such amount as shall have been permitted from time to time by the affirmative vote, at a meeting called for such purpose, of the holders of shares of each class of Preferred Stock then outstanding having a majority of the votes entitled to be cast, at which meeting the holders of shares of each such class of Preferred Stock then outstanding having one-third or more of the votes entitled to be cast shall not have voted against such permission; or (f) Issue any shares of Preferred Stock, including any shares which have been redeemed or repurchased and thereby restored to the status of authorized but unissued shares, within the number of shares permitted by action of the holders of Preferred Stock pursuant to clause (e) above (except upon conversion of obligations or securities convertible into, or upon exercise of warrants, rights or options to purchase or subscribe to, Preferred Stock), unless one of the two following conditions shall have been satisfied, namely, that: (i) The specific issue, sale or disposition proposed shall have been approved by the affirmative vote, at a meeting called for such purpose, of the holders of each class of Preferred Stock then outstanding having a majority of the votes entitled to be cast, at which meeting the holders of shares of each such class of Preferred Stock then outstanding having one-third or more of the votes entitled to be cast shall not have voted against such action; or (ii) For a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the issuance of such additional shares or the contracting for the issuance and sale thereof, (1) the net income of the Corporation available for dividends as determined in accordance with sound accounting practice is at least 2-1/2 times the annual dividend requirements on all Preferred Stock of all series in both classes, all Parity Stock and all Senior Stock to be outstanding immediately after the issuance of such additional shares; and (2) the balance of earnings of the Corporation available (after taxes and depreciation) for interest, amortization and dividends as determined in accordance with sound accounting practice is at least 1-1/2 times the aggregate of the annual interest requirements on its indebtedness to be outstanding immediately after the proposed issue of such additional shares and the annual dividend requirements on all Senior Stock, all Parity Stock and Preferred Stock of all series in both classes to be outstanding immediately after the proposed issue of such additional shares. Where the Corporation shall have acquired any property during the period of the computation of such earnings or where the proceeds of the sale of the shares to be issued are proposed to be applied to the purchase of any property, the net income or losses from such property for the whole period of the computation shall be included or reflected therein. So long as any shares of any series of either class of Preferred Stock shall remain outstanding, the Corporation shall not, without the affirmative vote, at a meeting called for such purpose, of the holders of shares of each class of Preferred Stock then outstanding having a majority of the votes entitled to be cast (but, upon such vote and any requisite vote of the holders of the shares of the Common Stock then outstanding, may): (g) Merge or consolidate the Corporation with or into any other corporation, or sell substantially all of the assets of the Corporation, unless such merger or consolidation or sale, or the issuance and assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale, shall have been ordered, approved, or permitted by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, or by any successor commission or other regulatory authority of the United States or of any State or governmental subdivision thereof having jurisdiction in the premises, after specific application or other formal presentation; but the provisions of this Clause (g) shall not apply to an acquisition by the Corporate or franchises or assets in any manner which does not involve a merger or consolidation. Notwithstanding anything elsewhere in this Article VI, if in connection with the accomplishment of any matter whatever provision is to be made for the redemption or retirement of all of Preferred Stock of any series of either class at the time outstanding, nothing in this Article VI shall be construed to confer on the holders of Preferred Stock of such series any power or right to vote in respect of any such matter, and the holders of Preferred Stock of such series shall not have any power or right to vote in respect of any such matter except where, and to the extent that, a right to vote which cannot be waived by the terms hereof is conferred by the then existing laws of the State of Texas. 6. Voting Rights. The holders of shares of Preferred Stock shall not possess voting power for any purpose other than those for which voting power is conferred by Paragraph 5 of this Article VI and by this Paragraph 6. In addition to the voting powers expressly conferred upon Preferred Stock by the provisions of Paragraph 5 of this Article VI and in addition to voting rights granted to Preferred Stock in statutory proceedings as to which their vote may be mandatorily required by the then existing laws of the State of Texas, in case at any time the Corporation shall fail to declare and pay or set aside for payment in full any quarterly dividend on any series of either class of Preferred Stock and shall not on or before the fourth succeeding quarterly dividend payment date declare and pay or set aside for payment in full said dividend in arrears and also all dividends which shall in the meantime have become due and payable on all of the outstanding Preferred Stock of both classes, such holders of all series of both classes of Preferred Stock shall thereupon have and continue to have the right, voting together as a combined class for such purpose by plurality vote, with each share of Preferred Stock--$100 Par Value having for purposes of the combined class votes provided for in this Paragraph 6 one vote per share and each share of Preferred Stock-- without par value having for such purpose the vote per share fixed for such share pursuant to Paragraph l(g) above, to elect the smallest number of Directors of the Corporation necessary to constitute a majority of the members of the Board of Directors, until all dividends accrued and payable on both classes of Preferred Stock shall have been fully paid; and, during the continuance of such right of the holders of all series of both classes of Preferred Stock to elect such majority of the Board of Directors, the holders of the Common Stock shall have the right, voting as a class, by plurality vote, to elect the remaining members of the Board of Directors. The terms of office of all persons who may be Directors of the Corporation at any time when such right to elect such majority of the Board of Directors shall accrue to the holders of both classes of Preferred Stock shall terminate upon the election of their successors; and such election may be held at a special meeting of all stockholders of the Corporation which shall be convened at any time after the accrual of such right upon notice similar to that provided in the Bylaws of the Corporation for calling the annual meeting of the stockholders, at the request in writing of the holders of record of at least 2% of the number of shares of both classes of Preferred Stock then outstanding. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of either class of Preferred Stock, for which purpose any such holder of Preferred Stock shall have the right to have access to the stock books of the Corporation. If such special meeting be not called prior to the next annual meeting, the holders of both classes of Preferred Stock as one combined class for such purpose, and the holders of the Common Stock as a second class, shall, respectively, elect such majority and such minority of the members of the Board of Directors as aforesaid, at such annual meeting, unless previously thereto all such dividend defaults shall have been made good. At all meetings of stockholders held, for the purpose of electing Directors, during the period Preferred Stockholders shall have the right to elect a majority of the members of the Board of Directors, the holders of shares having a majority of the votes entitled to be cast by the then issued and outstanding Preferred Stock as a combined class and of the Common Stock as a class shall constitute a quorum of those classes, respectively, for the purposes of such meetings and lack of a quorum as to either of such classes at any such meeting shall not interfere with the holding of such meeting and the election of Directors by the class having a quorum present; provided that in such election the specific Directors to be succeeded shall be designated. Upon the termination at any time of such right of the holders of both classes of Preferred Stock to elect such majority of the Board of Directors, the term of office of all Directors elected by vote of the holders of both classes of Preferred Stock as a combined class (or elected to fill a vacancy which might have been so filled) shall end upon the election and qualification of their successors; and such election may be held at a special meeting of holders of Common Stock, convened on like notice at the-request in writing of the holders of record of at least 2% of the total number of shares of Common Stock then outstanding, or, if such special meeting is not called prior to the next annual meeting, at such annual meeting. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of the Common Stock of the Corporation, for which purpose any such holder of Common Stock shall have the right to have access to the stock books of the Corporation. Whenever, by reason of the resignation, death or removal of any Director or Directors or any increase in the number of Directors, at any time while the holders of Preferred Stock are entitled to elect such majority of the Board of Directors as aforesaid, the number of Directors in office who have been elected by either the holders of both classes of Preferred Stock as a combined class or the holders of the Common Stock as a class shall become less than the total number subject to election by such respective classes, the vacancy or vacancies so resulting may be filled by plurality vote of such respective classes of stockholders at a meeting thereof called for the purpose, or, pending such action, by the affirmative vote of a majority of the Directors at the time in office who were elected by the vote of such class of stockholders, although such Directors shall be less than a quorum of the Board of Directors, at a meeting called by any such Director in the manner provided in the Bylaws for the calling of special meetings of the Board of Directors. During the continuance of such voting rights, a Director elected by holders of both classes of Preferred Stock as a combined class or the Common Stock as a class (or elected to fill a vacancy which might have been so filled) shall be subject to removal by majority vote of both classes of Preferred Stock or of the Common Stock at the time outstanding, as appropriate, at a special meeting called for the purpose, but not otherwise. A special meeting of stockholders to fill a vacancy or to remove a Director as last above provided may be called at any time by the holder or holders of record of shares entitled to cast at least 5 % of the votes of the class or combined classes of stock entitled to vote thereat or in such other manner as may be provided for in the Bylaws. The term of office of any officer of the Corporation shall terminate upon the election and qualification of his successor; and such election may be held at any meeting of the Board of Directors following any special meeting of stockholders held upon the accrual or termination of the voting rights of the holders of the Preferred Stock to elect such majority of the Board of Directors so that new Directors elected at any such meeting of stockholders shall be empowered to choose new officers of the Corporation or any thereof in their discretion. DIFFERENT SERIES OF PREFERRED STOCK. 7. $4.40 Dividend Preferred Stock - $100 Par Value. 120,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the first series of Preferred Stock--$100 Par Value and are designated as "$4.40 Dividend Preferred Stock--$100 Par Value '; the fixed dividend rate on the shares of such series is $4.40 per share per annum and such dividends are cumulative from the date of the initial issuance of any shares of such series, with the first dividend payable December 15, 1944 in respect of the period from the date of the initial issuance of any shares of such series to said December 15, 1944; the fixed redemption price on the shares of such series is $111 per share prior to October 1, 1949, $109.50 per share on October 1, 1949 and thereafter prior to October 1, 1954, and $108 per share on October 1, 1954 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $11 per share prior to October 1, 1949, $9.50 per share on October 1, 1949 and thereafter prior to October 1, 1954, and $8 per share on October 1, 1954 and thereafter. The $4.40 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7a. $4.50 Dividend Preferred Stock - $100 Par Value. 50,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the second series of Preferred Stock--$100 Par Value and are designated as "$4.50 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.50 per share per annum and such dividends are cumulative from the date of the original issuance of such series, with the first dividend payable in respect to the period from the date of the original issuance of such series to March 15, 1948; the fixed redemption price on the shares of such series is $105 per share; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $5 per share. The $4.50 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7b. $4.40 Dividend Preferred Stock, 1949 Series - $100 Par Value. 60,000 shares of the authorized stock classified as Preferred Stock-- $100 Par Value as provided in Paragraph A of this Article VI shall constitute the third series of Preferred Stock--$100 Par Value and are designated as ''$4.40 Dividend Preferred Stock, 1949 Series--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.40 per share per annum and such dividends are cumulative from September 15, 1949, with the first dividend payable December 15, 1949; the fixed redemption price on the shares of such series is $105 per share prior to September 15, 1954, $104 per share on September 15, 1954 and thereafter prior to September 15, 1959, and $103 per share on September 15, 1959 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $5 per share prior to September 15, 1954, $4 per share on September 15, 1954 and thereafter prior to September 15, 1959, and $3 per share on September 15, 1959 and thereafter. The $4.40 Dividend Preferred Stock, 1949 Series--$100 Par Value has no exchange or conversion rights. 7c. $4.20 Dividend Preferred Stock - $100 Par Value. 70 000 shares of the authorized stock classified, as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the fourth series of Preferred Stock--$100 Par Value and are designated as "$4.20 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.20 per share per annum and such dividends are cumulative from September 15, 1950, with the first dividend payable December 15, 1950; the fixed redemption price on the shares of such series is $104.818 per share prior to October 1, 1955, $103.818 per share on October 1, 1955 and thereafter prior to October 1, 1960, and $102.818 per share on October 1, 1960 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $4.818 per share prior to October 1, 1955, $3.818 per share on October 1, 1955 and thereafter prior to October 1, 1960, and $2.818 per share on October 1, 1960 and thereafter. The $4.20 Dividend Preferred Stock-- S100 Par Value has no exchange or conversion rights. 7d. $4.44 Dividend Preferred Stock - $100 Par Value. 50,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the fifth series of Preferred Stock--$100 Par Value and are designated as "$4.44 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.44 per share per annum and such dividends are cumulative from June 15, 1952, with the first dividend payable September 15, 1952; the fixed redemption price on the shares of such series is $105.75 per share prior to July 1, 1957, $104.75 per share on July 1, 1957, and thereafter prior to July 1, 1962, and $103.75 per share on July 1, 1962 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $5.75 per share prior to July 1, 1957, $4.75 per share on July 1, 1957 and thereafter prior to July 1, 1962, and $3.75 per share on July 1, 1962 and thereafter. The $4.44 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7e. $5.00 Dividend Preferred Stock - $100 Par Value. 75,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the sixth series of Preferred Stock--$100 Par Value declared designated: `'$500 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $5.00 per share per annum and such dividends are cumulative from December 15, 1957, with the first dividend payable March 15, 1958; the fixed redemption price on the shares of such series is $108.25 per share prior to February 1, 1963, $106.25 per share on February 1, 1963 and thereafter prior to February 1, 1968, and $104.25 per share on February 1, 1968 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $8.25 per share prior to February 1, 1963, $6.25 per share on February 1, 1963 and thereafter prior to February 1, 1968, and $4.25 per share on February 1, 1968 and thereafter. The $5.00 Dividend Preferred Stock-- $100 Par Value has no exchange or conversion rights. 7f. $5.08 Dividend Preferred Stock - $100 Par Value. 100,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the seventh series of Preferred Stock--$100 Par Value and are designated as "$5.08 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $5.08 per share per annum and such dividends are cumulative from December 15, 1958, with the first dividend payable March 15, 1959; the fixed redemption price on the shares of such series is $108.63 per share if redeemed prior to January 1, 1964; $106.63 per share if redeemed on January 1, 1964 or thereafter and prior to January 1, 1969; $104.63 per share if redeemed on January 1, 1969 or thereafter. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $8.63 per share prior to January 1, 1964, $6.63 per share on January 1, 1984 and thereafter prior to January 1, 1969, and $4.63 per share on January 1, 1969 and thereafter. The $5.08 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7g. S4.52 Dividend Preferred Sock - $100 Par Value. 100,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the eighth series of Preferred Stock--$100 Par Value and are designated as 'S$4.52 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.52 per share per annum and such dividends are cumulative from September 15, 1963, with the first dividend payable December 15, 1963; the fixed redemption price on the shares of such series is $106.57 per share if redeemed prior to October 1, 1968; $105.57 per share if redeemed on October 1, 1968 or thereafter and prior to October 1, 1973; $103.57 per share if redeemed on October 1, 1973 or thereafter. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $6.57 per share prior to October 1, 1968, $5.57 per share on October 1, 1968 and thereafter prior to October 1, 1973, and S3.57 per share on October 1, 1973 and thereafter. The $4.52 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7h. $6.08 Dividend Preferred Stock - S100 Par Value. 200,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the ninth series of Preferred Stock--$100 Par Value and are designated as "$6.08 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $6.08 per share per annum and such dividends are cumulative from June 15, 1967, with the first dividend payable September 15, 1967; the fixed redemption price on the shares of such series is $107.42 per share if redeemed prior to July 1, 1972; $105.34 per share if redeemed on July 1, 1972 or thereafter and prior to July 1, 1977; $103.34 per share if redeemed on July 1, 1977 or thereafter. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $7.42 per share prior to July 1, 1972, $5.34 per share on July 1, 1972 and thereafter prior to July 1, 1977, and $3.34 per share on July 1, 1977 and thereafter. The $6.08 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7i. S7.56 Dividend Preferred Stock - $100 Par Value e. 350,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the tenth series of Preferred Stock-- $100 Par Value and are designated as "$7.56 Dividend Preferred Stock-- $100 Par Value"; the fixed dividend rate on the shares of such series is $7.56 per share per annum and such dividends are cumulative from September 15, 1972, with the first dividend payable December 15, 1972; the fixed redemption price on the shares of such series is $108.36 per share if redeemed prior to September 1, 1977; $106.80 per share if redeemed on September 1, 1977 or thereafter and prior to September 1, 1982; $103.80 per share if redeemed on September 1, 1982 or thereafter and prior to September 1, 1987; and $101.80 per share if redeemed on September 1, 1987 or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $7.56 Dividend Preferred Stock-- $100 Par Value shall be redeemed at the option of the Company prior to September 1, 1977, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial principles) of less than 7.50% per annum. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is S8.36 per share prior to September 1, 1977, $6.80 per share on September 1, 1977 and thereafter prior to September 1, 1982, S3.80 per share on September 1, 1982 and thereafter prior to September 1, 1987, and $1.80 per share on September 1, 1987 and thereafter. The $7.56 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7j. S8.52 Dividend Preferred Stock - $100 Par Value. 500,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the eleventh series of Preferred Stock--$100 Par Value and are designated as ''$8.52 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $8.52 per share per annum and such dividends are cumulative from December 15, 1976, with the first dividend payable March 15, 1977; the fixed redemption price on the shares of such series is S109.95 per share if redeemed prior to January 1, 1982; $106.43 per share if redeemed on January 1, 1982 or thereafter and prior to January 1, 1987; $104.43 per share if redeemed on January 1, 1987 or thereafter and prior to January 1, 1992; and $102.43 per share if redeemed on January 1, 1992 or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $8.52 Dividend Preferred Stock--$100 Par Value shall be redeemed at the option of the Company prior to January 1, 1982, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial principles) of less than 8.40% per annum. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $9.95 per share prior to January 1, 1982, $6.43 per share on January 1, 1982 and thereafter prior to January 1, 1987, $4.43 per share on January 1, 1987 and thereafter prior to January 1, 1992, and $2.43 per share on January 1, 1992 and thereafter. The $8.52 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7k. S8.80 Dividend Preferred Stock - $100 Par Value. 444,525 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the twelfth series of Preferred Stock--$100 Par Value and are designated as "$8.80 Dividend Preferred Stock--$100 Par Value''; the fixed dividend rate on the shares of such series is $8.80 per share per annum and such dividends are cumulative from December 15, 1978, with the first dividend payable March 15, 1979; the fixed redemption price on the shares of such series, other than for redemption at par otherwise required or permitted, is $107 per share if redeemed prior to December 15, 1983; $105 per share if redeemed on December 15, 1983, or thereafter and prior to December 15, 1988; $103 per share if redeemed on December 15, 1988, or thereafter and prior to December 15, 1993; and $100 per share if redeemed on December 15, 1993, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $8.80 Dividend Preferred Stock--$100 Par Value shall be redeemed at the option of the Company prior to December 15, 1983, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 8.80% per annum. The fixed redemption price on the shares of such series is $100 per share, plus any accrued and unpaid dividends, if redeemed in satisfaction of the Company's Sinking Fund obligation or optional redemption right provided below. Subject to the provisions of Article VI of the Articles of Incorporation, as amended, on December 15, 1984, and on December 15 in each year thereafter, so long as any of this twelfth series of Preferred Stock shall remain outstanding, the Company shall redeem as a Sinking Fund obligation, 3 % of the number of shares of such twelfth series of Preferred Stock originally issued and, in addition, the Company may, at its option, redeem each such December 15 additional shares of this twelfth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Company shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Company, or any class of stock as to which the Preferred Stock of the Company has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Company may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or other vise of shares of this twelfth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this twelfth series are to be made by the Company, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Company. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $7.00 per share prior to December 15, 1983; $5.00 per share on December 15, 1983, and thereafter prior to December 15, 1988; $3.00 per share on December 15, 1988, and thereafter prior to December 15, 1993, and $0 per share on December 15, 1993, and thereafter. The $8.80 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7l. $9. 75 Dividend Preferred Stock - $100 Par Value. 59,520 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the thirteenth series of Preferred Stock--$100 Par Value and are designated as "$9.75 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is S9.75 per share per annum and such dividends are cumulative from December 15, 1978, with the first dividend payable March 15, 1979; the fixed redemption price on the shares of such series, other than for redemption at par otherwise required or permitted, is $107 per share if redeemed prior to December 15, 1983; $105 per share if redeemed on December 15, 1983, or thereafter and prior to December 15, 1988; $103 per share if redeemed on December 15, 1988, or thereafter and prior to December 15, 1993; and $100 per share if redeemed on December 15, 1993, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $9.75 Dividend Preferred Stock--$100 Par Value shall be redeemed at the option of the Company prior to December 15, 1983, directly or indirectly out of the proceeds s)f or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 9.75% per annum. The fixed redemption price on the shares of such series is $100 per share, plus any accrued and unpaid dividends, if redeemed in satisfaction of the Company's Sinking Fund obligation or optional redemption right provided below. Subject to the provisions of Article VI of the Articles of Incorporation, as amended, on December 15, 1984, and on December 15 in each year thereafter, so long as any of this thirteenth series of Preferred Stock shall remain outstanding, the Company shall redeem as a Sinking Fund obligation, 3 % of the number of shares of such thirteenth series of Preferred Stock originally issued and, in addition, the Company may, at its option, redeem each such December 15 additional shares of this thirteenth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Company shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Company, or any class of stock as to which the Preferred Stock of the Company has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Company may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this thirteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this thirteenth series are to be made by the Company, the shares to be redeemed shall be made by the Company, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Company. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $7.00 per share prior to December 15, 1983; $5.00 per share on December 15, 1983, and thereafter prior to December 15, 1988, $3.00 per share on December 15, 1988, and thereafter prior to December 15, 1993, and $0 per share on December 15, 1993, and thereafter. The $9.75 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7m. $9.96 Dividend Preferred Stock - $100 Par Value. 350,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the fourteenth series of Preferred Stock--$100 Par Value and are designated as "$9.96 Dividend Preferred Stock--$100 Par Value''; the fixed dividend rate on the shares of such series is $9.96 per share per annum and such dividends are cumulative from December 15, 1978, with the first dividend payable March 15, 1979; the fixed redemption price on the shares of such series is $111.60 per share if redeemed prior to January 1, 1984; $106.64 per share if redeemed on January 1, 1984, or thereafter and prior to January 1, 1989; $104.64 per share if redeemed on January 1, 1989, or thereafter and prior to January 1, 1994; and $102.64 per share if redeemed on January 1, 1994, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $9.96 Dividend Preferred Stock--$100 Par Value shall be redeemed at the option of the Company prior to January 1, 1984, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 9.80% per annum. In all cases in which redemptions of less than all outstanding shares of this fourteenth series are to be made by the Company, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Company. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $11.60 per share prior to January 1, 1984; $6.64 per share on January 1, 1984, and thereafter prior to January 1, 1989; $4.64 per share on January 1, 1989, and thereafter prior to January 1, 1994, and $2.64 per share on January 1, 1994, and thereafter. The $9.96 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7n. $8. 64 Dividend Preferred Stock - $100 Par Value. 350,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the fifteenth series of Preferred Stock--$100 Par Value and are designated as ''$8.64 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $8.64 per share per annum and such dividends are cumulative from June 15, 1979, (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of original issue), with the first dividend payable September 15, 1979; the fixed redemption price on the shares of such series, other than for redemption at par otherwise required or per mitted, is $108.64 per share if redeemed prior to August 1, 1984; $105.00 per share if redeemed on August I, 1984, or thereafter and prior to August 1, 1989; $103.00 per share if redeemed on August 1, 1989, or thereafter and prior to August 1, 1994; and $101.00 per share if redeemed on August 1, 1994, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the ''$8.64 Dividend Preferred Stock--$100 Par Value" shall be redeemed at the option of the Company prior to August 1, 1984, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 8.64% per annum. The fixed redemption price on the shares of such series is $100 per share, plus any accrued and unpaid dividends, if redeemed in satisfaction of the Company's Sinking Fund obligation or optional redemption right provided below. Subject to the provisions of Article VI of the Articles of Incorporation, as amended, on September 15, 1985, and on September 15 in each year thereafter, so long as any of this fifteenth series of Preferred Stock shall remain outstanding, the Company shall redeem as a Sinking Fund obligation, 4% of the number of shares of such fifteenth series of Preferred Stock originally issued and, in addition, the Company may, at its option, redeem each such September 15 additional shares of this fifteenth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and no such optional redemption shall be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above, provided that the Company shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Company, or any class of stock as to which the Preferred Stock of the Company has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Company may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this fifteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole-or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this fifteenth series are to be made by the Company, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Company. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium n on the shares of such series is $8.64 per share prior to August 1, 1984, $5.00 per share on August 1, 1984 and thereafter prior to August 1, 1989, S3.00 per share on August 1, 1989, and thereafter prior to August 1, 19945 and $1.00 per share on August 1, 1994, and thereafter. The $8.64 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 70. $11.48 Dividend Preferred Stock - $100 Par Value. 500,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation shall constitute the sixteenth series of Preferred Stock--$100 Par Value and are designated as "$11.48 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $11.4B per share per annum and such dividends are cumulative from December 15, 1979 (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of original issue), with the first dividend payable March 15, 1980; and the fixed redemption price on the shares of such series, other than for redemption at par otherwise required or permitted, is $111.48 per share if redeemed prior to January 1, 1985; $105.00 per share if redeemed on January 1, 1985, or thereafter and prior to January 1, 1990; $103.00 per share if redeemed on January 1, 1990, or thereafter and prior to January 1, 1995, and $101.00 per share if redeemed on January 1, 1995, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $11.48 Dividend Preferred Stock--$100 Par Value shall be redeemed at the option of the Corporation prior to January 1, 1985, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 11.48% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or optional redemption right provided below. Subject to the provisions of Article VI of the Restated Articles of Incorporation, as amended, on December 15, 1986, and on December 15 in each year thereafter, so long as any of this sixteenth series of Preferred Stock shall remain outstanding, the Corporation shall redeem as a Sinking Fund obligation, 4% of the number of shares of such sixteenth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem each such December 15 additional shares of this sixteenth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this sixteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this sixteenth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $11.48 per share prior to January 1, 1985; $5.00 per share on January 1, 1985, and thereafter prior to January 1, 1990; $3.00 per share on January 1, 1990, and thereafter prior to January 1, 1995, and $1.00 per share on January 1, 1995, and thereafter. The $11.48 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights. 7p. $13.64 Dividend Preferred Stock - $100 Par Value. 500,000 shares of authorized stock classified as Preferred Stock--$100 par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation shall constitute the seventeenth series of Preferred Stock--$100 par value and are designated as ''$13.64 Dividend Preferred Stock--$100 par value"; the fixed dividend rate on the shares of such series is $13.64 per share per annum and such dividends are cumulative from September 15, (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of issue) with the first dividend payable December 15, 1980; and the fixed redemption price on the shares of such series, other than for redemption at par otherwise required or permitted, is $113.64 per share if redeemed prior to October 1, 1985; $105.00 per share if redeemed on October 1, 1985, or thereafter and prior to October 1, 1990; $103.00 per share if redeemed on October 1, 1990, or thereafter and prior to October 1, 1995; and $101.00 per share if redeemed on October 1, 1995, or thereafter; provided, however, that unless all shares of preferred stock of each series then outstanding are redeemed or otherwise retired, no shares of the $13.64 Dividend Preferred Stock--$100 par value shall be redeemed at the option of the Corporation prior to October 1, 1985, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of preferred stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 13.64% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or optional redemption right provided below. Subject to the provisions of Article VI of the Restated Articles of Incorporation, as amended, on November 15, 1986, and on November 15, in each year thereafter, so long as any of the seventeenth series of Preferred Stock shall remain outstanding, the Corporation shall redeem as a Sinking Fund obligation, 4% of the number of shares of such seventeenth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem each such November 15 additional shares of this seventeenth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this seventeenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this seventeenth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $13.64 per share prior to October 1, 1985; $5.00 per share on October 1, 1985, and thereafter prior to October 1, 1990; $3.00 per share on October 1, 1990, and thereafter prior to October 1, 1995; and $1.00 per share on October 1, 1995, and thereafter. The $13.64 Dividend Preferred Stock--$100 par value has no exchange or conversion rights. 7q. Adjustable Rate Cumulative Preferred Stock, Series A - $100 Par Value. 300,000 shares of authorized stock classified as Preferred Stock- - -$100 par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation, as amended, shall constitute the eighteenth series of Preferred Stock--$100 par value and are designated as Adjustable Rate Cumulative Preferred Stock, Series A--$100 par value; the fixed dividend rate on the shares of such series for each dividend period shall be the rate determined in accordance with the provisions of these resolutions and such dividends are cumulative from March 15, 1983, (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of issue) with the first and second dividends payable September 15, 1983 and December 15, 1983, at the rate per share (based on par value) of 11-1/2% per annum for the initial dividend period ending September 14, 1983 and second dividend period ending December 14, 1983, and at 0.65 of 1% above the Applicable Rate (as hereinafter defined) from time to time in effect for each subsequent dividend period; however, the dividend rate for any dividend period will in no event be less than 7% per annum or greater than 13% per annum. Except as provided below in this paragraph, the "Applicable Rate'' for any dividend period will be the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such dividend period. In the event the Corporation determines in good faith that for any reason one or more of such rates cannot be determined for any dividend period, then the Applicable Rate for such dividend will be the higher of whichever of such rates can be so determined. In the event the Corporation determines in good faith that none of such rates can be determined for any dividend period, then the Applicable Rate in effect for the preceding dividend period will be continued for such dividend period. Except as provided below in this paragraph, the ''Treasury Bill Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as defined below)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15, or December 15, as the case may be, prior to the dividend period for which the dividend rate on the eighteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during any such Calendar Period, then the Treasury Bill Rate for the related dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum market discount rate for three-month U. S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills, then having maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any dividend period as provided above in this paragraph, the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during the related Calendar Period for each of the issues of marketable interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate'' for each dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the eighteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as defined below)) then having maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon, the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate'' for each dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, ~s the case may be, prior to the dividend period for which the dividend rate on the eighteenth series of Preferred Stock is being determined. In the event the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more then twenty-two years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U. S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate Will each be rounded to the nearest five hundredths of a percentage point. The fixed dividend rate per share payable for each dividend period will be computed by dividing the dividend rate for such dividend period (determined in accordance with these resolutions) by four and applying such rate against the par value per share of the eighteenth series of Preferred Stock. The dividend payable for the initial dividend period or any period longer or shorter than a full quarterly dividend period will be computed on the basis of a 360-day year consisting of 30-day months. The dividend rate with respect to each dividend period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The mathematical accuracy of each such calculation will be confirmed in writing by independent certified public accountants of recognized standing. The Corporation will cause each dividend rate to be published in a newspaper of general circulation in New York City prior to the commencement of the new dividend period to which it applies and will cause notice of such dividend rate to be enclosed with the dividend payment checks next mailed to the holders of the eighteenth series of Preferred Stock. As used herein, the term "Calendar Period" means a period of fourteen calendar days the term "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; the term "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and the term "Twenty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). The fixed redemption price on the shares of the eighteenth series is $111.50 per share if redeemed prior to May 15, 1984; $109.80 per share if redeemed from May 15, 1984 through May 14, 1985; $108.10 per share if redeemed from May 15, 1985 through May 14, 1986; $106.40 per share if redeemed from May 15, 1986 through May 14, 1987; $104.70 per share if redeemed from May 15, 1987 through May 14, 1988; $103.00 per share if redeemed from May 15, 1988 through May 14, 1993; and $100.00 per share if redeemed on May 15, 1993, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the eighteenth series of Preferred Stock shall be redeemed at the option of the Corporation prior to May 15, 1988, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 11-1/2% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or pursuant to optional redemption right provided below. Subject to the provision of Article VI of the Restate Articles of Incorporation, as amended, so long as any of this eighteenth series of Preferred Stock shall remain outstanding, on September 15, 1989, and on September 15 in each year thereafter, the Corporation shall redeem as a Sinking Fund obligation, 4% of the number of shares of such eighteenth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem on each such September 15 additional shares of this eighteenth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this eighteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this eighteenth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium per share on the shares of eighteenth series is the excess over $100 of the redemption price at the time in effect. The Adjustable Rate Cumulative Preferred Stock, Series A--$100 par value has no exchange or conversion rights. 7r. Adjustable Rate Cumulative Preferred Stock, Series B - $100 Par Value. 450,000 shares of authorized stock classified as Preferred Stock- - -$100 par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation, as amended, shall constitute the nineteenth series of Preferred Stock--$100 par value and are designated as Adjustable Rate Cumulative Preferred Stock, Series B--$100 par value; the fixed dividend rate on the shares of such series for each dividend period shall be the rate determined in accordance with the provisions of these resolutions and such dividends are cumulative from December 15, 1983, (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of issue) with the first and second dividends payable March 15, 1984 and June 15, 1984, at the rate per share (based on par value) of 12.50% per annum for the initial dividend period ending March 14, 1984 and second dividend period ending June 14, 1984, and at the rate per share of .70 of 1% above the Applicable Rate per annum (as hereinafter defined) from time to time in effect for each subsequent dividend period; however, the dividend rate for any dividend period will in no event be less than 7.0% per annum or greater than 13.5% per annum. Except as provided below in this paragraph, the ''Applicable Rate" for any dividend period will be the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such dividend period. In the event the Corporation determines in good faith that for any reason one or more of such rates cannot be determined for any dividend period, then the Applicable Rate for such dividend will be the higher of whichever of such rates can be so determined. In the event the Corporation determines in good faith that none of such rates can be determined for any dividend period, then the Applicable Rate in effect for the preceding dividend period will be continued for such dividend period. Except as provided below in this paragraph, the "Treasury Bill Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as defined below)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15, or December 15, as the case may be, prior to the dividend period for which the dividend rate on the nineteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during any such Calendar Period, then the Treasury Bill Rate for the related dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury Bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In .the event that a per annum market discount rate for three-month U.S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills, then having maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U. S. Government securities dealers selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any dividend period as provided above in this paragraph, the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during the related Calendar Period for each of the issues of marketable interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields for the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the nineteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as defined below)) then having maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the nineteenth series of Preferred Stock is being determined. In the event the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more then twenty-two years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate will each be rounded to the nearest five hundredths of a percentage point. The fixed dividend rate per share payable for each dividend period will be computed by dividing the dividend rate for such dividend period (determined in accordance with these resolutions) by four and applying such rate against the par value per share of the nineteenth series of Preferred Stock. The dividend payable for the initial dividend period or any period longer or shorter than a full quarterly dividend period will be computed on the basis of a 360 day year consisting of 30-day months. The dividend rate with respect to each dividend period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The mathematical accuracy of each such calculation will be confirmed in writing by independent certified public accountants of recognized standing. The Corporation will cause each dividend rate to be published in a newspaper of general circulation in New York City prior to the commencement of the new dividend period to which it applies and will cause notice of such dividend rate to be enclosed with the dividend payment checks next mailed to the holders of the nineteenth series of Preferred Stock. As used herein, the term "Calendar Period" means a period of fourteen calendar days the term "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; the term "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and the term "Twenty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). The fixed redemption price on the shares of the nineteenth series is $112.50 per share if redeemed prior to March 14, 1985; $110.,50 per share if redeemed from March 15, 1985 through March 14, 1986; $108.70 per share if redeemed from March 15, 198,5 through March 14, 1987; $10,5.80 per share if redeemed from March 15, 1987 through March 14, 1988; $104.90 per share if redeemed from March 15, 1988 through March 14, 1989; $103.00 per share if redeemed from March 15, 1989 through March 14, 1994; and $100.,~) per share if redeemed on March 15, 1994, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the nineteenth series of Preferred Stock shall be redeemed at the option of the Corporation prior to March 15, 1989, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 12.50% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or pursuant to optional redemption right provided below. Subject to the provisions of Article VI of the Restated Articles of Incorporation, as amended, so long as any of this nineteenth series of Preferred Stock shall remain outstanding, on March 15, 1990, and on March 15 in each year thereafter, the Corporation shall redeem as a Sinking Fund obligation, 5 % of the number of shares of such nineteenth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem on each such March 15 additional shares of this nineteenth series of Preferred Stock in a number not exceeding such percentage but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this nineteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this nineteenth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium per share on the shares of nineteenth series is the excess over $100 of the redemption price at the time in effect. The Adjustable Rate Cumulative Preferred Stock, Series B--$100 par value has no exchange or conversion rights. PREFERENCE STOCK. 8. Series and Limits of Variations Between Series of Preference Stock. Subject to the provisions of this Article VI setting forth the provisions of the established series of Preference Stock (which said provisions, however, shall not continue effective as to any shares which are redeemed or repurchased and restored to the status of authorized but unissued shares of such class), the Preference Stock may be issued in one series or divided into and issued in more than one series from time to time as herein provided. Series shall be established by the Board of Directors. Subject to the prior rights of holders of Preferred Stock as set forth in this Article VI or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the authorized number of shares of any such series of Preference Stock, the designation of such series, the relative rights and preferences thereof and the terms and characteristics thereof (in those respects in which the shares of one series may vary from the shares of other series as herein provided) shall be fixed and determined at any time prior to the issuance thereof by resolution or resolutions of the Board of Directors of the Corporation. All shares of each series shall be alike in every particular. Preference Stock of all series shall be of equal rank and shall be identical in all respects, except in the following particulars: (a) The designation of such series, which may be by distinguishing number, letter or title; (b) The rate at which dividends are to accrue on the shares of such series, hereinafter referred to as the "fixed dividend rate"; (c) The terms and conditions on which the shares of such series may be redeemed and the amount payable in respect of the shares of such series in case of the redemption thereof at the option of the Corporation, the amount so fixed being hereinafter referred to as the "fixed redemption price'', and the amount payable in respect of the shares of such series in case of the redemption thereof for any sinking fund for such series, which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action; (d) The amount payable in respect of the shares of such series in case of liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in any distribution of its assets to its Common Stockholders, the amount so fixed being hereinafter referred to as the "fixed liquidation price'', and the amount payable, if any, in addition to the fixed liquidation price for each series in case such liquidation, dissolution, winding up, reduction or decrease be voluntary, the amount so fixed being hereinafter referred to as the ''fixed liquidation premium", which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action; (e) Any requirement as to any sinking fund or purchase fund for, or the redemption, purchase or other retirement by the Corporation of, the shares of such series; (f) The right, if any, to convert the shares of such series into shares of any other series of Preference Stock or into shares of Common Stock of the Corporation and the rate or basis, time, manner, terms and conditions of conversion or the method by which the same shall be determined; and (g) The voting rights, if any, of the shares of such series; provided that the vote per share fixed for the shares of any series of such class on such issues as to which it is given voting rights by these Articles of Incorporation, by the resolution establishing such series or by law may not exceed one one-hundredth of a vote per dollar of consideration per share fixed by the Board of Directors for such shares upon original issuance of such series which shall constitute the stated capital value of such share. 9. Dividends on the Preference Stock. Out of the assets of the Corporation available for dividends, subject to the prior rights of holders of Preferred Stock as set forth in this Article VI or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the holders of each series of Preference Stock at the time outstanding shall be entitled to receive, if and when declared payable by the Board of Directors, dividends in lawful money of the United States of America at, but not exceeding, the fixed dividend rate for the particular series, payable quarterly on March 15, June 15, September 15 and December 15 in each year, before any dividends (other than a dividend payable in Common Stock of the Corporation) shall be paid upon or set apart for the Common Stock; and such dividends on each series of Preference Stock shall be cumulative, so that, if in any past dividend period or periods full dividends upon each series of outstanding Preference Stock at the fixed dividend rate or rates therefor shall not have been paid, the deficiency (without interest) shall be paid or declared and set apart for payment before any dividends shall be paid upon or set apart for the Common Stock. Dividends on all shares of Preference Stock of each series shall commence to accrue and be cumulative from the date of issue. Any dividends declared or paid on Preference Stock in an amount less than full cumulative dividends accrued or in arrears upon all Preference Stock outstanding shall, if more than one series be outstanding, be divided among the different series then outstanding in proportion to the aggregate amounts which would be distributable to Preference Stock of each series if full cumulative dividends were declared and paid thereon. 10. Preference of Preference Stock on Liquidation, etc. In the event of any liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profit or out of the surplus of the Corporation, subject to the prior rights of holders of Preferred Stock as set forth in this Article VI or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the holders of Preference Stock of each series then outstanding shall be entitled to receive, for each share thereof, the fixed liquidation price for such series, plus in case such liquidation, dissolution, winding up, reduction or decrease shall have been voluntary, the fixed liquidation premium for such series, if any, together in all cases with all dividends accrued or in arrears thereon, before any distribution of the assets shall be made to the holders of the Common Stock; but the holders of Preference Stock shall be entitled to no further participation in such distribution. If upon any such liquidation, dissolution, winding up, reduction or decrease, the assets distributable among the holders of Preference Stock shall be insufficient to permit the payment of the full preferential amounts aforesaid, then the assets of the Corporation remaining after payment of the full preferential amounts then due to holders of Preferred Stock shall be distributed among the holders of each series of Preference Stock then outstanding, ratably in pro portion to the full preferential amounts to which they are respectively entitled. As used in this Article the expression "dividends accrued or in arrears" means, in respect of each share of Preference Stock of any series, that amount which shall be equal to simple interest upon the stated value at an annual rate equal to the percentage that the fixed dividend rate for such series is of the stated value, from the date from which cumulative dividends thereon commence to accrue to the date as of which the computation is to be made, less the aggregate amount (without interest thereon) of all dividends theretofore paid OF declared and set aside for payment in respect thereof. A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or the repurchase or redemption of Preferred Stock in accordance with the provisions of Paragraph 4 above, or the repurchase or redemption of Preference Stock in accordance with the provisions of Paragraph 11 below or the purchase of Common Stock in accordance with the provisions of Paragraph 14 below, whether or not the Preferred, Preference or Common Stock so redeemed or repurchased shall be retired, shall not be regarded as a ''liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation's within the meaning of this Paragraph 10. 11. Redemption and Repurchase of Preference Stock. The Corporation may, at its option expressed by vote of its Board of Directors, at any time or from time to time, redeem the whole or any part of the Preference Stock or of any series thereof at the fixed redemption price for such series, together with the amount of any dividends accrued or in arrears thereon to the date of such redemption. Notice of any proposed redemption of any series of Preference Stock shall be given by publication at least once in a newspaper printed in the English language and customarily published on each business day and of general circulation in each of the City of Beaumont, State of Texas, and the Borough of Manhattan, City and State of New York, the publication in each such newspaper to be at least 30 days, and not more than 60 days, prior to the date fixed for such redemption. As a matter of courtesy, but not a matter of right, the Corporation may mail a copy of such notice to the holders of record of each series of Preference Stock to be redeemed, at their respective addresses then appearing on the books of the Corporation, to the extent that they may lawfully do so; but neither failure to mail such copy nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of each series of Preference Stock so to be redeemed. Any such redemption of any series of Preference Stock shall be in such amount, at such places and by such method, whether by lot or pro rata, as shall from time to time be determined by vote of its Board of Directors. From and after the date fixed in any such notice as the date of redemption, unless default shall be made by the Corporation in providing funds sufficient for such redemption at or before the time and at the place specified for the payment thereof pursuant to said notice, all dividends on the shares called for redemption shall cease to accrue; and from and after the date so fixed, unless default be made as aforesaid, or from and after the date of the earlier deposit by the Corporation in trust, with a bank or trust company having an aggregate capital and surplus of at least $5,000,000 and doing business in the Borough of Manhattan, City and State of New York, or in the City of Boston, Commonwealth of Massachusetts, of funds sufficient for such redemption (a statement of the intention so to deposit having been included in said notice) all rights of the holders of the shares so called for redemption as stockholders of the Corporation, except only the right to receive, without interest, when due the redemption funds to which they are entitled, shall cease and determine. Any funds so deposited which shall remain unclaimed by the holders of such Preference Stock at the end of six (6) years after the redemption date, together with any interest thereon that shall have been allowed by the bank or trust company with which the deposit shall have been made, shall be paid by it to the Corporation to be held by the Corporation for such holders. The Corporation may also from time to time repurchase shares of its Preference Stock at not exceeding the price at which the same may be redeemed. Shares of Preference Stock redeemed or repurchased by the Corporation shall be restored to the status of authorized but unissued shares of Preference Stock and may from time to time be reissued as provided in Paragraph 8 of this Article VI. 12. Restrictions on Certain Corporate Action. So long as any shares of any series of Preference Stock shall remain outstanding, the Corporation shall not, without the affirmative vote of the holders of shares of Preference Stock then outstanding having two-thirds of the votes entitled to be cast by such class, at a meeting of Preference Stockholders called for the purpose of approving such action (but upon such vote, and any requisite vote at a meeting of the holders of all classes of stock then outstanding having the privilege to vote to authorize the Board of Directors to take such action, may): (a) Create or authorize any additional class of stock (other than the Preferred Stock) ranking prior to the Preference Stock in respect to dividends or liquidation rights (other than stock issuable upon conversion of obligations or securities, or upon the exercise of warrants, rights or options to purchase, authorized pursuant to (b) below); (b) Create or authorize any obligation or security convertible into, or any warrants, rights or options to purchase or subscribe to, any stock referred to in (a) above ranking prior to the Preference Stock in respect to dividends or liquidation rights; or (c) Alter, amend or repeal the provisions hereof relative to the Preference Stock, or any series thereof, which would change the express terms and provisions of such stock in any manner prejudicial to the holders thereof, including any change in the provisions of Sections 12 and 13 of this Paragraph E of Article VI; provided, however, that if such prejudicial change appertains to outstanding shares of one or more, but not all, of such series, then for the purposes of this Section 12 such change shall be deemed to be authorized if holders of two-thirds of the shares prejudicially affected shall vote favorably with respect thereto. Notwithstanding anything elsewhere in this Article VI, if in connection with the accomplishment of any matter whatever, provision is to be made for the redemption or retirement of all of the Preference Stock of any series at the time outstanding, nothing in this Article VI shall be construed to confer on the holders of the Preference Stock of such series any power or right to vote in respect of any such matter except where, and to the extent that, a right to vote which cannot be waived by the terms hereof is conferred by the then existing laws of the State of Texas. 13. Voting Rights. The holders of shares of Preference Stock shall not possess voting power for any purposes other than those for which voting power is conferred by Paragraph 12 of this Paragraph E of Article VI, by this Paragraph 13 or on a series thereof by the resolution of the Board of Directors establishing such series. In addition to the voting powers so expressly conferred upon Preference Stock and in addition to voting rights granted to Preference Stock in statutory proceedings as to which their vote may be mandatorily required by the then existing laws of the State of Texas, in case at any time the Corporation shall fail to declare and pay or set aside for payment in full any quarterly dividend on any series of Preference Stock and shall not on or before the sixth succeeding quarterly dividend payment date declare and pay or set aside for payment in full said dividend in arrears and also all dividends which shall in the meantime have become due and payable on all of the outstanding Preference Stock, such holders of all series of Preference Stock shall thereupon have and continue to have, subject to the rights of the holders of Preferred Stock, the right, voting together as a class for such purpose by plurality vote, with each share of Preference Stock having for purposes of the class votes provided for in this Paragraph 13, the vote per share fixed for such share pursuant to Paragraph 8(g) above, to elect two Directors of the Corporation until all dividends accrued and payable on the Preference Stock shall have been fully paid; and, during the continuance of such right of the holders of all series of Preference Stock to elect such Directors, the holders of the Common Stock shall have, subject to the rights of the holders of Preferred Stock, the right, voting as a class, by plurality vote, to elect the remaining members of the Board of Directors which the holders of the Preferred Stock and Preference Stock are not entitled to elect. The terms of office of all persons who may be Directors of the Corporation at any time when such right to elect such Directors shall accrue to the holders of Preference Stock shall terminate upon the election of their successors; and such election may be held at a special meeting of all stockholders of the Corporation which shall be convened at any time after the accrual of such right upon notice similar to that provided in the Bylaws of the Corporation for calling the annual meeting of the stockholders, at the request in writing of the holders of record of at least 2% of the number of shares of Preference Stock then outstanding. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of Preference Stock, for which purpose any such holder of Preference Stock shall have the right to have access to the stock books of the Corporation. If such special meeting be not called prior to the next annual meeting, the holders of Preference Stock as one class for such purpose, and the holders of the Common Stock as a second class, subject to the rights of holders of Preferred Stock, shall elect members of the Board of Directors as aforesaid, at such annual meeting, unless previously thereto all such dividend defaults shall have been made good. At all meetings of stockholders held, for the purpose of electing Directors, during the period Preference Stockholders shall have the right to elect two members of the Board of Directors, the holders of shares having a majority of the votes entitled to be cast by the then issued and outstanding Preference Stock as a class and of the Common Stock as a class shall constitute a quorum of those classes, respectively, for the purposes of such meetings and lack of a quorum as to either of such classes at any such meeting shall not interfere with the holding of such meeting and the election of Directors by the class having a quorum present; provided that in such election the specific Directors to be succeeded shall be designated. Upon the termination at any time of such right of the holders of Preference Stock to elect two members of the Board of Directors, the term of office of all Directors elected by vote of the holders of Preference Stock as a class (or elected to fill a vacancy which might have been so filled) shall end upon the election and qualification of their successors; and such election may be held at a special meeting of holders of the Common Stock, convened on like notice at the request in writing of the holders of record of at least 2 % of the total number of shares of the Common Stock then outstanding, or, if such special meeting is not called prior to the next annual meeting, at such annual meeting. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of the Common Stock of the Corporation, for which purpose any such holder of the Common Stock Shall have the right to have access to the stock books of the Corporation. Whenever, by reason of the resignation, death or removal of any Director or Directors or any increase in the number of Directors, at any time while the holders of Preference Stock are entitled to elect two members of the Board of Directors as aforesaid, the number of Directors in office who have been elected by either the holders of the Preference Stock as a class or the holders of the Common Stock as a class shall become less than the total number subject to election by such respective classes, the vacancy or vacancies so resulting may be filled by plurality vote of such respective classes of stockholders at a meeting thereof called for the purpose, or pending such action, by the affirmative vote of a majority of the Directors at the time in office who were elected by the vote of such class of stockholders, although such Directors shall be less than a quorum of the Board of Directors, at a meeting called by any such Director in the manner provided in the Bylaws for the calling of special meetings of the Board of Directors. During the continuance of such voting rights, a Director elected by holders of the Preference Stock as a class or the Common Stock as a class (or elected to fill a vacancy which might have been so filled) shall be subject to removal by majority vote of the Preference Stock or of the Common Stock at the time outstanding as appropriate, at a special meeting called for the purpose, but not other wise. A special meeting of stockholders to fill a vacancy or to remove a Director as last above provided may be called at any time by the holder or holders of record of shares entitled to cast at least 5% of the votes of the class of stock entitled to vote thereat or in such other manner as may be provided for in the Bylaws. The term of office of any officer of the Corporation shall terminate upon the election and qualification of his successor; and such election may be held at any meeting of the Board of Directors following any special meeting of stockholders held upon the accrual or termination of the voting rights of the holders of the Preference Stock to elect two members of the Board of Directors so that new Directors elected at any such special meeting of stockholders shall be empowered to choose new officers of the Corporation or any thereof in their discretion. On all matters as to which no voting power is conferred on the Preference Stock by this Article VI or by the resolution of the Board of Directors establishing such series as to which a vote of the Preference Stock is mandatorily required by the laws of the State of Texas, the authorization of such matter by the Preference Stock may be granted by the vote of the holders of shares of the Preference Stock then outstanding having a majority of the votes (as fixed pursuant to Paragraph 8(g) above) entitled to be cast by the Preference Stock. DIFFERENT SERIES OF PREFERENCE STOCK. 13a. $4.4C Dividend Preference Stock - Without Par Value. 2,000,000 shares of authorized stock classified as Preference Stock, without par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation shall constitute the first series of Preference Stock, without par value and are designated as $4.40 dividend Preference Stock, without par value; the fixed dividend rate on the shares of such series is $4.40 per share per annum and such dividends are cumulative from the date of issue with the first dividend payable June 15, 1982; and the fixed redemption price on the shares of such series, is $31.90 per share if redeemed prior to March 15,1987; $30.45 per share if redeemed on March 15, 1987, or thereafter and prior to March 15, 1992; $29.00 per share if redeemed on March 15, 1992 or thereafter and prior to March 15, 1997, and $27.75 per share if redeemed on March 15, 1997, or thereafter; provided, however, that unless all shares of preference stock of each series then outstanding are redeemed or otherwise retired, no shares of the $4.40 Dividend Preference Stock, without par value shall be redeemed at the option of the Corporation prior to March 15, 1987, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred or Preference Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 16.62% per annum. The fixed liquidation price for the shares of such series is $25 per share. The $4.40 Dividend Preference Stock, without par value has no exchange or conversion rights. The amount of consideration received by the Corporation for issuance of the $4.40 Dividend Preference Stock, without par value, that exceeds $25.00 per share (which amount shall not exceed 25 percent of the consideration so received) shall be allocated to capital surplus, the balance to constitute stated capital. A vote of 25/100ths per share is hereby fixed for each share of $4.40 Dividend Preference Stock, without par value on such matters, and only such matters as to which the shares of such series are entitled to vote under the Restated Articles of Incorporation. 13b. $3.85 Dividend Preference Stock - Without Par Value. 2,000,000 shares of authorized stock classified as Preference Stock, without par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation shall constitute the second series of Preference Stock, without par value and are designated as $3.85 Dividend Preference Stock, without par value; the fixed dividend rate on the shares of such series is $3.85 per share per annum and such dividends are cumulative from the date of issue with the first dividend payable December 15, 1982; and the fixed redemption price on the shares of such series, is $31.35 per share if redeemed prior to September 15, 1987; $30.15 per share if redeemed on September 15, 1987, or thereafter and prior to September 15, 1992; $28.95 per share if redeemed on September 15, 1992 or thereafter and prior to September 15, 1997, and $27.75 per share if redeemed on September 15, 1997, or thereafter; provided, however, that unless all shares of preference stock of each series then outstanding are redeemed or otherwise retired, no shares of the $3.85 Dividend Preference Stock, without par value shall be redeemed at the option of the Corporation prior to September 15, 1987, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred or Preference Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 14% per annum. The fixed liquidation price for the shares of such series is $25 per share. The $3.85 Dividend Preference Stock, without par value has no exchange or conversion rights. The amount of consideration received by the Corporation for issuance of the $3.85 Dividend Preference Stock, without par value, that exceeds $25.00 per share (which amount shall not exceed 25 percent of the consideration so received) shall be allocated to capital surplus, the balance to constitute stated capital. A vote of 25/100ths per share is hereby fixed for each share of $3.85 Dividend Preference Stock, without par value on such matters, and only such matters as to which the shares of such series are entitled to vote under the Restated Articles of Incorporation. THE COMMON STOCK. 14. Dividends on Common Stock. Dividends may be paid on the Common Stock to the exclusion of both classes of the Preferred Stock and the class of Preference Stock out of any assets of the Corporation available for dividends on the Common Stock; provided, however, that so long as any shares of either class of Preferred Stock or any shares of the class of Preference Stock shall be outstanding, the Corporation shall not declare or pay any dividend or make any distribution to the holders of the Common Stock (other than a dividend payable in Common Stock of the Corporation), or purchase or acquire or otherwise retire for a consideration (otherwise than from the proceeds of new financing from the issuance and sale of any shares of any class of stock of the Corporation ranking junior to both classes of Preferred Stock and the class of Preference Stock) any shares of its Common Stock (such a dividend, distribution, purchase, acquisition, or retirement being hereinafter referred to as "Common Stock Dividend"), if the aggregate amount of all Common Stock Dividends so paid, distributed and/or applied after May 31, 1958, would exceed in the aggregate either (a) the net income of the Corporation available for dividends on its Common Stock, or (b) 75% of the net income of the Corporation available for dividends on its Common Stock if, after giving effect thereto, the aggregate of the following: (1) Common Capital Stock Account, (2) Earned Surplus Account, and (3) Capital Surplus Account, is less than 2S% of the aggregate of (a) the principal amount of then outstanding debt, (b) Preferred Capital Stock Account (excluding Premiums and Assessments on Capital Stock Accounts), (c) Preference Capital Stock Account (excluding Premiums and Assessments on Capital Stock Accounts), (d) Common Capital Stock Account, (e) Earned Surplus Account, and (f) Capital Surplus Account, as such Accounts were defined or prescribed by the Federal Power Act or Regulations thereunder in effect on June 30, 1944. Net income of the Corporation available for dividends on its Common Stock for the purpose of this Paragraph 14 Shall mean the aggregate of S28,262,987.53 and the sum of operating revenues and nonoperating income--net of the Corporation from May 31, 1958 to and including the second calendar month preceding the date (hereinafter referred to as the "Declaration Date") on which the Directors of the Corporation consider the declaration or making of a Common Stock Dividend, less: (1) All proper deductions for such period for operating expenses (including maintenance), depreciation (which shall not be less than 15% of the total operating revenues of the Corporation after deducting from such operating revenues the cost of purchased power of the Corporation, less the aggregate of all expenditures made by the Corporation for maintenance and repairs), taxes, interest charges, and other income deductions (including amounts charged against income for amortization of utility plant acquisition adjustments) and such other deductions, if any, as shall be 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 recognized accounting practice applicable to companies engaged in a business similar to that of the Corporation; and (2) An amount equal to dividends accrued on all Preferred Stock of the Corporation from March 15, 1958 through the current quarterly dividend period during which the Declaration Date oc curs; and (3) An amount equal to dividends accrued on all Preference Stock of the Corporation from June 15, 1980 through the current quarterly dividend period during which the Declaration Date occurs; provided that in computing the amount of such net income available for dividends no adjustment or deduction shall be made for or on account of (i) any profits realized or losses sustained in the sale of any investment securities, property or other capital assets, or taxes on or in respect of any such profits, (ii) any change in the book value of or any appreciation or depreciation in the value of any assets owned by the Corporation for any reason whatsoever (other than depreciation on the books or on the basis stated above, whichever is greater), or (iii) dividends aggregating $2,511,824.66 paid on Preferred and Common Stocks in June, 1958. 15. Distribution of Assets to the Common Stock. In the event of any liquidation, dissolution or winding up of the Corporation, or any reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation, after there shall have been paid to or set aside for the holders of both classes of Preferred Stock and the holders of the class of Preference Stock the full preferential amounts to which they are respectively enti tled under the provisions of Paragraphs 3 and 10 of Section E of this Article VI, the holders of the Common Stock shall be entitled to receive, pro rata, all of the remaining assets of the Corporation available for distribution to its stockholders. The Board of Directors, by vote of a majority of the members thereof, may distribute in kind to the holders of the Common Stock such remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any of the remaining property and assets of the Corporation to any other corporation and receive payment therefor wholly or partly in cash and/or in stock and/or in obligations of such corporation and may sell all or any part of the consideration received therefor and distribute the balance thereof in kind to the holders of the Common Stock. 16. Voting Rights of the Common Stock. Subject to the voting rights expressly conferred upon (i) Preferred Stock by the provisions of Paragraphs 5 and 6 of this Article VI, (ii) Preference Stock by provisions of Paragraphs 12 and 13 of this Article VI, and (iii) Preferred Stock--without par value pursuant to Paragraph l(g) and Preference Stock pursuant to Paragraph 8(g), holders of the Common Stock shall exclusively possess voting power for the election of directors and for all other purposes. Such holders are prohibited from cumulative voting for the election of directors so that no holder of Common Stock shall be permitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle among any number of candidates. PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK. 17. Reserves. The Board of Directors shall have authority from time to time to set apart out of any assets of the Corporation otherwise available for dividends a reserve or reserves as working capital or for any other proper purpose or purposes, and to reduce, abolish or add to any such reserve or reserves from time to time as said Board may deem to be in the interests of the Corporation; and, subject to the provisions hereof, said Board shall likewise have power to determine in its discretion what part of the assets of the Corporation available for dividends in excess of such reserve or reserves shall be declared as dividends and paid to the stockholders of the Corporation. 18. Pre-emptive Rights. No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any unissued or treasury stock of the Corporation, or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation or carrying a right to subscribe to or acquire any such stock, but any such unissued or treasury stock or any such additional authorized issue of new stock or of securities convertible into stock or carrying a right to subscribe to or acquire any such stock, may be issued and disposed of by the Board of Directors to such persons, firms, corporation or associations, and upon such terms as the Board of Directors may, in its discretion, determine, without offering to the stockholders then of record, or any class of stockholders, any thereof, on the same terms or on any terms. 19. Votes Per Share, etc. Each holder of record of shares of any class of stock entitled to vote at any meeting of stockholders, or of holders of any class of stock or of one or more series thereof, shall, as to all matters in respect of which such stock has voting power, be entitled to one vote per share, or the vote otherwise fixed therefor pursuant to Paragraph l(g) or 8(g) above, for each of the shares of such stock standing in his name on the books of the Corporation at the time of the meeting, or if a record of the stockholders shall be taken for the purposes of such meeting, as of the time of the taking of such record; and may cast such vote in person or by written proxy. Except as herein otherwise expressly provided, or as may be mandatorily provided by the laws of Texas, a quorum of any class of stock or of one or more series thereof entitled to vote as a class at any meeting shall consist of shares of such class or such one or more series, as the case may be, entitled to cast a majority of the votes entitled to be cast by such class or series, and a plurality vote of such quorum shall govern. ARTICLE VII. The Corporation may sell, lease or exchange all of its property and franchises upon the consent of, and for such consideration and upon such terms as may be approved by, two-thirds of the Board of Directors and the holders of a majority in number of the outstanding shares entitled to vote (or if the consent of and approval by a larger number of such shares shall at the time be required by the laws of the State of Texas or if other consent or approval shall at the time be required, notwithstanding the above agreement of the stockholders of the Corporation to the contrary, then upon such consent and approval so required), expressed in writing or by vote of the stockholders at any annual or special meeting called for that purpose in the manner provided by the Bylaws of the Corporation for such meetings of stockholders. Upon like vote, that is, the vote specified and defined in the next preceding paragraph of this Article VII, all, or substantially all, the property, franchises, rights and assets of the Corporation may be sold, conveyed, assigned and transferred as an entirety to a new company to be organized under the laws of the United States, the State of Texas or of any other State of the United States for the purpose of so taking over such property, franchises, rights and assets of the Corporation, with the same or a different authorized number of shares of stock, and with substantially the same preferences, voting powers, restrictions and qualifications thereof as may then attach to the classes and series of stock of the Corporation then outstanding so far as the same shall be consistent with such laws of the United States or of Texas or of such other State provided that the whole or any part of such stock or of any class thereof may be stock with a nominal or par value), the consideration for such sale and conveyance to be the assumption by such new company of all of the then outstanding liabilities of the Corporation and the issuance and delivery by the new company of shares of stock (any or all thereof either with or without nominal or par value) of such new company of the several classes and series into which the stock of the Corporation is then divided equal in number to the number of shares of stock of the Corporation of said several classes and series then outstanding. In the event of such sale each holder of stock of the Corporation agrees, so far as he may be so permitted by the laws of Texas, forthwith to surrender for cancellation his certificate or certificates for shares of stock of the Corporation, properly endorsed, and to receive and accept in exchange therefor, as his full and final distributive share of the proceeds of such sale and conveyance and of the assets of the Corporation, a number of shares of stock of the new company or the class and series corresponding to the class and series of the shares surrendered equal in number to the shares of stock of the Corporation so surrendered, and in such event no holder of any of the stock of the Corporation shall have any rights or interest in or against the Corporation except the right upon surrender of his certificates as aforesaid, properly endorsed, to receive from the Corporation certificates for such shares of said new company as herein provided. Such new company may have all or any of the powers of the Corporation, and the charter and bylaws of such new company may contain all or any of the provisions contained in the Articles of Incorporation and Bylaws of the Corporation. Upon the like vote, the Corporation shall have power, as the attorney and agent of the holders of all of its outstanding stock, to sell, assign and transfer all such stock to a new company organized under the laws of the United States, the State of Texas, or any other State, and to receive as the consideration therefor shares of stock of such new company of the several classes and series into which the stock of the Corporation is then divided equal in number to the number of shares of stock of the Corporation of said several classes and series then outstanding, such shares of said new company to have substantially the same preferences, voting powers, restrictions and qualifications thereof as may then attach to the classes and series of stock of the Corporation then outstanding so far as the same shall be consistent with such laws of the United States or of Texas, or of such other State, except that the whole or any part of such stock or any class thereof may be stock with or without par value. In order to make effective such a sale, assignment and transfer, the Corporation shall have the right to transfer all its outstanding stock on its books and to issue and deliver new certificates therefor in such names and amounts as such new company may direct, whether or not it receives for cancellation the certificates for such stock previously issued and then outstanding. Upon completion of such sale, assignment and transfer, the holders of the stock of the Corporation shall have no rights or interests in or against the Corporation, except the right, upon surrender of certificates for stock of the Corporation, properly endorsed, to receive from the Corporation certificates for shares of stock of such new company of the class and series substantially corresponding to the class and series of the surrendered shares equal in number to the number of shares of stock of the Corporation so surrendered. ARTICLE VIII Upon the written consent or the votes of the holders of shares of stock then outstanding which are entitled to cast a majority of the votes entitled to be voted, notwithstanding any contrary provision which may at the time be contained in these Articles of Incorporation, except as otherwise expressly provided in, or by resolution pursuant to, Article VI in respect of Preferred Stock and in respect of Preference Stock, (1) any or every statute of the State of Texas hereafter enacted, whereby the rights, powers or privileges of the stockholders of corporations organized under the general laws of said State are increased, diminished, or in any way affected or whereby effect is given to the action taken by any part less than all of the stockholders of any such corporation, shall apply to the Corporation, and shall be binding not only upon the Corporation but upon every stockholder thereof to the same extent as if such statute had been in force at the date of the making and filing of the Articles of Incor poration, and/or (2) amendments to said Articles of Incorporation, authorized by the then existing laws of Texas, may be made. ARTICLE IX. The Corporation shall indemnify Directors, officers, employees, agents, nominees and designees of the Corporation and purchase and maintain liability insurance for them as, and to the extent permitted or required by law and provided for by the Bylaws of the Corporation, general or specific action of the Board of Directors, or contract. Dated: May 3, 1984 GULF STATES UTILITIES COMPANY By /s/NORMAN R. LEE Norman R. Lee President By /s/LESLIE D. COBB Leslie D. Cobb Secretary STATE OF TEXAS SS.: COUNTY OF JEFFERSON I, Rhonda Walker, a notary public, do hereby certify that on this 3rd day of May, 1984, personally appeared before me, Norman R. Lee, who being by me first duly sworn, declared that he is President of Gulf States Utilities Company, that he signed the foregoing document as President of said Corporation, and that the statements therein contained are true. /s/RHONDA WALKER Rhonda Walker Notary Public in and for [NOTARIAL SEAL] Jefferson County, Texas My Commission Expires October 22, 1985 FILED In the Office of the Secretary of State of Texas April 18, 1985 CLERK II- H CORPORATIONS SECTION GULF STATES UTILITIES COMPANY STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND DESIGNATING TWENTIETH SERIES C)F PREFERRED STOCK AS $12.92 DIVIDEND PREFERRED STOCK - $100 PAR VALUE AND FIXING AND DETERMINING DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES TO THE SECRETARY OF THE STATE OF THE STATE OF TEXAS: Gulf States Utilities Company, pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act, submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the Corporation is GULF STATES UTILITIES COMPANY. 2. The following is a true and correct copy of an extract from the Minutes of a Special Meeting of the Board of Directors of the Corporation held on April 17, 1985, and includes a true and correct copy of certain resolutions duly adopted thereat establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: "WHEREAS, the Board of Directors of this Corporation pursuant to authority vested in it by the Restated Articles of Incorporation, as amended, proposes to establish 600,000 shares of this Corporation's Preferred Stock - 5100 par value, as a twentieth series thereof and to designate the same as $12.92 Dividend Preferred Stock - $100 par value and to fix and determine the relative rights and preferences thereof; and WHEREAS, Article 2.13 of the Texas Business Corporation Act provides, in effect, that, upon the filing by the Secretary of State of the State of Texas of a duplicate original of a statement pursuant to said Article 2.13 setting forth a copy of the resolution establishing and designating a series of Preferred Stock and fixing and determining the relative rights and preferences thereof, such resolution shall become an amendment of the Restated Articles of Incorporation, upon the filing by said Secretary of State of the statement mentioned above, now therefore be it RESOLVED, that A. The next succeeding resolution be inserted in Article VI of the Restated Articles of Incorporation, as amended, of this Corporation immediately following paragraph 7r. thereof and be numbered 7s. and bear the designation and title $12.92 Dividend Preferred Stock - $100 par value; B. 600,000 shares of authorized stock classified as Preferred Stock - $100 par value as provided in Paragraph A of Article Vl of the Restated Articles of Incorporation, as amended, shall constitute the twentieth series of Preferred Stock - 5100 par value and are designated as $12.92 Dividend Preferred Stock - $100 par value; the fixed dividend rate on the shares of such series for each dividend period is $12.92 per share per annum and such dividends are cumulative from June 15,1985, (subject to the provision in Article Vl E.2 regarding deemed payment prior to the date of issue) with the first dividend payable June 15, 1985. The fixed redemption price on the shares of the twentieth series is $112.92 per share if redeemed prior to May 1, 1990; 5105.00 per share if redeemed on May 1, 1990 or thereafter, and prior to May 1, 1995; 5103.00 per share if redeemed on May 1,1995 or thereafter, and prior to May 1, 2000; and $101.00 per share if redeemed on May 1, 2000, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the twentieth series of Preferred Stock shall be redeemed at the option of the Corporation prior to May 1, 1990, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 12.92% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or pursuant to optional redemption right provided below. Subject to the provisions of Article Vl of the Restated Articles of Incorporation, as amended, so long as any of this twentieth series of Preferred Stock shall remain outstanding, on June 15, 1991, and on June 15 in each year thereafter, the Corporation shall redeem as a Sinking Fund obligation, 5% of the number of shares of such twentieth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem on each such June 15 additional shares of this twentieth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this twentieth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of this twentieth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation. The fixed liquidation price for the shares of such series is 5100 per share; and the fixed liquidation premium per share on the shares of twentieth series is the excess over $100 of the redemption price at the time in effect. The $12.92 Dividend Preferred Stock - $100 par value has no exchange or conversion rights. C. The President or any Vice President and the Secretary or any Assistant Secretary of this Corporation be and they hereby are authorized to execute a statement in substantially the form submitted to this meeting and bearing the caption "Statement of Resolution of Board of Directors Establishing and Designating Twentieth Series of Preferred Stock as $12.92 Dividend Preferred Stock - $100 par value and Fixing and Determining Dividend and Other Preferences and Rights of Such Series", and such statement, verified by one of the officers signing the same, be delivered to the Secretary of State of the State of Texas, pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act; and D. The incorporation by reference of the foregoing resolutions fixing and determining the relative rights and preferences of the twentieth series of Preferred Stock on the face or back of certificates representing shares issued by this Corporation is hereby authorized." Dated: April 17, 1985 GULF STATES UTILITIES COMPANY By /s/NORMAN R. LEE PRESIDENT By /s/TIMOTHY L. MORRIS ASSISTANT SECRETARY STATE OF TEXAS COUNTY OF JEFFERSON Before me, a Notary Public, on this day personally appeared Norman R. Lee, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that he is the President of Gulf States Utilities Company, that he signed the foregoing document as President of said Corporation, and that the statements therein contained are true and correct. Given under my hand and seal of office this 17th day of April, A.D., 1985. /s/RHONDA WALKER Rhonda Walker Notary Public in and for [NOTARIAL SEAL] Jefferson County, Texas My Commission Expires October 22, 1985 FILED In the Office of the Secretary of State of Texas- January 30, 1986 CLERK II- H CORPORATIONS SECTION GULF STATES UTILITIES COMPANY STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND DESIGNATING TWENTY-FIRST SERIES OF PREFERRED STOCK; .-AS $11.50 DIVIDEND PREFERRED STOCK-$100 PAR VALUE AND FIXING AND DETERMINING DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES TO THE SECRETARY OF THE STATE OF THE STATE OF TEXAS: Gulf Stales Utilities Company, pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act, submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the Corporation is GULF STATES UTILITIES COMPANY 2. The following is a true and correct copy of an extract from the Minutes of a Special Meeting of the Board of Directors of the Corporation held on January 29. 1986, and includes a true and correct copy of certain resolutions duly adopted thereat establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: "WHEREAS, the Board of Directors of this Corporation pursuant to authority vested in it by the Restated Articles of Incorporation, as amended, proposes to establish 750,000 shares of this Corporation's Preferred Stock - $100 par value, as a twenty-firs; series thereof and to designate the same as $11.50 Dividend Preferred Stock - 5100 par value and to fix and determine the relative rights and preferences thereof; and WHEREAS, Article 2.13 of the Texas Business Corporation Act provides, in effect, that, upon the filing by ;he Secretary of State of the State of Texas of an original and a copy of a statement pursuant to said Article 2. i3 setting forth a copy of the resolution establishing and designating a series of Preferred Stock and fixing and determining the relative rights and preferences thereof, such resolution shall become an amendment of the Restated Articles of Incorporation, upon the filing by said Secretary of State of the statement mentioned above, now therefore be it RESOLVED, that A. The next succeeding resolution be inserted in Article Vl of the Restated Articles of Incorporation, as amended, of this Corporation immediately following paragraph 7s. thereof and be numbered 7t. and bear the designation and title $11.50 Dividend Preferred Stock - $100 par value; B. 750,000 shares of authorized stock classified as Preferred Stock - $100 par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation, as amended, shall constitute the twenty-first series of Preferred Stock - $100 par value and are designated as $11.50 Dividend Preferred Stock - $100 par value; the fixed dividend rate on the shares of such series for each dividend period is $l1.50 per share per annum and such dividends are cumulative from December 15, 1985, (subject to the provision in Article Vl E.2 regarding deemed payment prior to the date of issue) with the first dividend payable March 15, 1986. The fixed redemption price on the shares of the twenty-first series is $111.50 per share if redeemed prior to February 1, 1991; $105.00 per share if redeemed on February 1, 1991 or thereafter, and prior to February 1, 1996; $103.00 per share if redeemed on February 1, 1996 or thereafter, and prior to February 1, ?001; and $101.00 per share if redeemed in February 1. 2001, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the twenty-first series of Preferred Stock shall be redeemed at the option of the Corporation prior to February 1, 1991, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 11.50% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or pursuant to optional redemption right provided below. Subject to the provisions of Article VI of the Restated Articles of Incorporation, as amended, so long as any of this twenty-first series of Preferred Stock shall remain outstanding, on April 15, 1992, and on April 15 in each year thereafter, the Corporation shall redeem as a Sinking Fund obligation, 5% of the number of shares of such twenty-first series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem on each such April l5 additional shares of this twenty-first series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this twenty-first series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation. In all cases in which redemptions of less than all outstanding shares of the twenty-first series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation. The fixed liquidation price for the shares of such series is $l00 per share; and the fixed liquidation premium per share on the shares of twenty-first series is the excess over $100 of the redemption price at the time in effect. The $11.50 Dividend Preferred Stock - $100 par value has no exchange or conversion rights. C. The President or any Vice President and the Secretary or any Assistant Secretary of this Corporation be and they hereby are authorized to execute a statement in substantially the form submitted to this meeting and bearing the caption "Statement of Resolution of Board of Directors Establishing and Designating Twenty-First Series of Preferred Stock as $11.50 Dividend Preferred Stock - $100 par value and Fixing and Determining Dividend and Other Preferences and Rights of Such Series", and such statement, verified by one of the officers signing the same, be delivered to the Secretary of State of the State of Texas, pursuant to the provisions of Article 2.13 of the Texas Business Corporation Act; and D. The incorporation by reference of the foregoing resolutions fixing and determining the relative rights and preferences of the twenty-first series of Preferred Stock on the face or back of certificates representing shares issued by this Corporation is hereby authorized." Dated: January 29, 1986 GULF STATES UTILITIES COMPANY By /s/E. LINN DRAPER, JR. PRESIDENT By /s/TIMOTHY L. MORRIS ASSISTANT SECRETARY STATE OF TEXAS COUNTY OF JEFFERSON Before me, a Notary Public, on this day personally appeared E. Linn Draper, Jr., known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that he is the President of Gulf States Utilities Company, that he signed the foregoing document as President of said Corporation, and that the statements therein contained are true and correct. Given under my hand and seal of office this 29th day of January, A.D., 1986. /s/RHONDA WALKER Rhonda Walker Notary Public in and for Jefferson County, Texas [NOTARIAL SEAL] My Commission Expires October 22, 1989 FILED In the Office of the Secretary of State of Texas May 11, 1988 CORPORATIONS SECTION ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF GULF STATES UTILITIES COMPANY Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Restated Articles of Incorporation, as amended: ARTICLE ONE. The name of the Corporation is GULF STATES UTILITIES COMPANY. ARTICLE TWO. The following amendment to the Restated Articles of Incorporation, as amended, was adopted by the shareholders of the Corporation on May 5, 1988. The amendment limits the liability of a director to the Corporation and its shareholders. The amendment adds an Article X to the Restated Articles of Incorporation, as amended, and the full text of such Article X is as follows: "ARTICLE X. A Director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the Director's capacity as a Director, except for: 1. a breach of a Director's duty of loyalty to the Corporation or its shareholders; 2. an act or omission not in goodfaith or that involves intentional misconduct or a knowing violation of the law; 3. a transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director's office; 4. an act or omission for which the liability of a Director is expressly provided for by statute; or 5. an aa related to an unlawful stock repurchase or payment of a dividend. This Article shall apply with respect to any aa or omission occurring on or after August 31, 1987. Any repeal or modification of this Article by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or repeal or modification. If the law of the State of Texas is amended hereafter to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation s)will automatically be eliminated or limited to the fullest extent authorized by the law of the State of Texas, as so amended." ARTICLE THREE. The number of shares of the Corporation outstanding and entitled to vote on the amendment at the time of adoption was: Common Stock - without par value 108,055,065 ARTICLE FOUR. The number of shares voted for and against such amendment was as follows: For Against Common Stock - without par value 77,498,212 7,919,832 ARTICLE FIVE. No exchange. reclassification, or cancellation of issued shares was provided for in the amendment. ARTICLE SIX. No change in the amount of stated capital was effected by the amendment. Date: May 5, 1988 GULF STATES UTILITIES COMPANY By /s/ E. LINN DRAPER, JR. E. Linn Draper, Jr. Chairman of the Board, President and Chief Executive Officer By /s/ TIMOTHY L. MORRIS Timothy L. Morris Assistant Secretary STATE OF TEXAS COUNTY OF JEFFERSON Before me, a notary public, on this day personally appeared E. Linn Draper, Jr., known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that he is the Chairman of the Board, President and Chief Executive Officer of said Corporation, and that the statements therein contained are true and correct. Given under my hand and seal of office this 5th day of May, A.D., 1988. /s/RHONDA WALKER Rhonda Walker Notary Public, State of Texas My Commission Expires: 10-22-89 (NOTARIAL SEAL) FILED In the Office of the Secretary of State of Texas May 28, 1993 CORPORATIONS SECTION GULF STATES UTILITIES COMPANY STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND DESIGNATING A SERIES OF PREFERENCE STOCK AS $1.75 DIVIDEND PREFERENCE STOCK, WITHOUT PAR VALUE, AND FIXING DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES TO THE SECRETARY OF STATE OF THE STATE OF TEXAS: Gulf States Utilities Company, pursuant to the provisions of Article 2.13 and Article 2.36B(l) of the Texas Business Corporation Act, submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the Corporation is GULF STATES UTILITIES COMPANY. 2. At a regular meeting of the Board of Directors of the Corporation on March 4,1993, the Board adopted a resolution designating an Ad Hoc Board Committee to exercise its powers and authorities with respect to the issuance of this preference stock, including but not limited to the exercise of the authority of this Board vested in it in accordance with Article 2.13 and 2.36B(l) of the Texas Business Corporation Act, as amended, to amend the Restated Articles of Incorporation of this Corporation to establish this series of preference stock. The following is a true and correct copy of resolutions duly adopted by the Ad Hoc Board Committee of the Board of Directors of the Corporation on May 27, 1993: WHEREAS, the Ad Hoc Board Committee of the Board of Directors of this Corporation pursuant to authority vested in it by the Board of Directors and the Restated Articles of Incorporation, as amended, proposes to establish 6,000,000 shares of this Corporation's Preference Stock, without par value, as a series thereof and to designate the same as $1.75 Dividend Preference Stock, without par value and to determine the relative rights and preferences thereof; and WHEREAS, Article 2.13 of the Texas Business Corporation Act provides, in effect, that, upon the filing by the Secretary of State of the State of Texas of a statement pursuant to said Article 2.13 setting the resolution establishing and designating a series of Preference Stock and fixing and determining the preferences, limitation, and relative rights thereof shall become an amendment of the Restated Articles of Incorporation, NOW THEREFORE BE IT RESOLVED, that A. The next succeeding resolutions be inserted in Article VI of the Restated Articles of Incorporation of this Corporation immediately following paragraph 13b. thereof, and be numbered 13c. and bear the title $1.75 Dividend Preference Stock, without par value; B. 6,000,000 shares of authorized stock classified as Preference Stock, without par value, as provided in Paragraph A of Article Vl of the Restated Articles of Incorporation shall constitute a series of Preference Stock, without par value, and are designated as $1.75 Dividend Preference Stock, without par value; the fixed dividend rate on the shares of such series is $1.75 per share per annum and such dividends are cumulative from the date of original issue with the first dividend payable September 15, 1993; such shares are subject to mandatory redemption in full on June 15, 2000 and the fixed redemption price on the shares of such series for such mandatory redemption, is $25.00 per share. No shares of the $1.75 Dividend Preference Stock, without par value, may be redeemed in whole or in part prior to the date for mandatory redemption. The fixed liquidation-price for the shares of such series is $25 per share. The $1.75 Dividend Preference Stock, without par value, has no exchange or conversion rights; The amount of consideration received by the Corporation for issuance of the $1.75 Dividend Preference Stock, without par value, that exceeds $25.00 per share, if any, shall be allocated to capital surplus, the balance to constitute stated capital. A vote of 25/100ths per share is hereby fixed for each share of $1.75 Dividend Preference Stock, without par value on such matters, and only such matters as to which the shares of such series are entitled to vote under the Restated Articles of Incorporation. C. The Chairman of the Board of Directors, President or any Vice President and the Secretary or any Assistant t Secretary are authorized to execute a statement in substantially the form submitted to this meeting and bearing the caption "Statement of Resolution of Board of Directors Establishing and Designating A Series of Preference Stock as $1.75 Dividend Preference Stock, Without Par Value, and Fixing Dividend and Other Preferences and Rights of Such Series", and such statement executed by one of the officers signing the same, be delivered in the form of an original and a copy, to the Secretary of State of the State of Texas, pursuant to the provisions of Articles 2.13 and 2.36B(l) of the Texas Business Corporation Act; and D. The incorporation by reference of the foregoing resolution fixing and determining the relative rights and preferences of the $1.75 Dividend Preference Stock on the face or back of certificates representing shares issued by this Corporation is hereby authorized. 3. This statement does not relate to an increase or decrease in the number of shares of any series. 4. This statement does not relate to the elimination of a series of shares. 5. The resolutions copied in paragraph 2 above were duly adopted by all necessary action on the part of the Corporation. Dated: May 27, 1993 GULF STATES UTILITIES COMPANY By /S/ JOSEPH L. DONNELLY Joseph L. Donnelly Chairman of the Board, President and Chief Executive Officer By /S/ TIMOTHY L. MORRIS Timothy L. Morris Assistant Secretary STATE OF TEXAS COUNTY OF JEFFERSON Before me, a Notary Public, on this day personally appearing Joseph L. Donnelly, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that he is the Chairman of the Board, President and Chief Executive Officer of Gulf States Utilities Company, that he signed the foregoing document as Chairman of the Board, President and Chief Executive Officer of said Corporation, and that the statements therein contained are true and correct. Given under my hand and seal of office this 27th day of May, A.D., 1993. /S/ RHONDA WALKER Rhonda Walker Notary Public, State of Texas My Commission Expires: 10-22-93 (NOTARIAL SEAL) GULF STATES UTILITIES COMPANY Articles of Amendment Under Article 4.04 of the Tex. Bus. Corp. Act April 22, 1996 The undersigned corporation, pursuant to Article 4.04 of the Tex. Bus. Corp. Act, as amended, submits the following document and sets forth: 1.The name of the corporation is Gulf States Utilities Company. 2. As evidenced by the attached Stockholder's Unanimous Written Approval of Amendment, the following amendment, effective April 22, 1996, to the Restated Articles of Incorporation, as amended, was proposed by the Board of Directors of Gulf States Utilities Company on April 15, 1996, was unanimously adopted by the stockholders of the Corporation entitled to vote on the amendment on April 22, 1996, in accordance with and in the manner prescribed by the laws of the State of Texas and the Restated Articles of Incorporation of Gulf States Utilities Company, as amended: RESOLVED, That the Title and Article 1 of the Restated Articles of Incorporation of Gulf States Utilities Company is amended to read as follows: "RESTATED ARTICLES OF INCORPORATION OF ENTERGY GULF STATES, INC." "ARTICLE 1 The name of the Corporation is ENTERGY GULF STATES, INC."; and further RESOLVED, That, any additional references to "Gulf States Utilities Company" in said Restated Articles of Incorporation, as amended, be changed to "Entergy Gulf States, Inc." 3.Pursuant to the Laws of the State of Texas and the Restated Articles of Incorporation of Gulf States Utilities Company, as amended, the holders of the outstanding shares of common stock were the only stockholders entitled to vote on the amendment, there being no right to vote on the amendment by the holders of preferred stock of Gulf States Utilities Company. 4.The number of shares of common stock of the Corporation outstanding at the time of such adoption was 100; and the number of shares of common stock entitled to vote thereon was 100; the number of shares of common stock voting for the amendment was 100; the number of shares of common stock voting against the amendment was -0- ; the number of shares of preferred and preference stock of the Corporation outstanding at the time of such adoption was 8,533,476, none of which preferred or preference shares were entitled to vote thereon. Dated the 22nd day of April, 1996. GULF STATES UTILITIES COMPANY By: /s/Michael G. Thompson Michael G. Thompson Senior Vice President and Secretary By:/s/Christopher T. Screen Christopher T. Screen Assistant Secretary EX-3 4 Exhibit 3(c) RESTATED ARTICLES OF INCORPORATION OF LOUISIANA POWER & LIGHT COMPANY Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana (sometimes hereinafter referred to as the "Corporation"), through its undersigned President and Secretary, pursuant to the laws of the State of Louisiana and by authority of resolutions unanimously adopted by the Board of Directors of the Corporation at a meeting of said Board of Directors duly convened and held on February 15, 1980, with a quorum present and acting throughout, does hereby certify that the Restated Articles of Incorporation of the Corporation set forth hereinbelow accurately copies the original Articles of Incorporation of the Corporation as amended by all amendments thereto in effect at the date hereof without substantive change; that in conformity with law and the resolutions aforesaid, however, the names and addresses of the incorporators have been omitted and because the material so omitted constituted the entirety of Article 6 of said Articles of Incorporation, Article 7 of said Articles of Incorporation has been re-numbered as Article 6 of said Restated Articles of Incorporation, that each amendment to the Articles of Incorporation of the Corporation heretofore made has been effected in conformity with law; that the date of incorporation of the Corporation was October 15, 1974 and the date of this Restatement and of these Restated Articles of Incorporation is February 21, 1980; and that the Restated Articles of Incorporation of the Corporation are as follows: ARTICLE 1 The name of this corporation is and shall be: LOUISIANA POWER & LIGHT COMPANY ARTICLE 2 The objects and purposes of this corporation (sometimes hereinafter referred to as the "Corporation") and for which the Corporation is organized are stated and declared to be to engage in any lawful activity for which corporations may be formed under Chapter 1 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Corporation shall have all powers which corporations may have, and may carry on all businesses of any and every nature and kind which corporations may carry on, under said Chapter 1 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, including, but not by way of limitation, the following business or businesses: To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon: (a) Any and all kinds of plants and systems for the manufacture, production, generation, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, gas or water, or power produced thereby: (b) Any and all kinds of plants and systems for the manufacture of ice: (c) Any and all kinds of works, power plants, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind in anywise connected with or pertaining to the manufacture, production, generation, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, gas, water and power; To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever; To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable property necessary or suitable for the carrying out of any of the foregoing powers; To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its corporate rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable a a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects; To guarantee purchase, hold sell assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by, any other corporation or corporations organized under the laws of the State of Louisiana or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers; To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from the surplus of its assets over its liabilities including capital; and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly nor counted as outstanding for the purposes of any stockholders' quorum or vote; To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Louisiana and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries; In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trade-marks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the Corporation. ARTICLE 3 I The aggregate number of shares of stock which the Corporation shall have authority to issue and have outstanding at any time is as follows: (a) 150,000,000 shares of Common Stock without nominal or par value (hereinafter called the "Common Stock"). (b) 4,500,000 shares of preferred stock having a par value of $100 per share, which shall all be of one class (hereinafter called the "$100 Preferred Stock"), and 12,000,000 shares of preferred stock having a par value of $25 per share, which shall all be of one class (hereinafter called the "$25 Preferred Stock"), which said two classes of preferred stock are hereinafter together referred to as the "Preferred Stock", and, for certain purposes and to such extent as are hereinafter set forth, are treated or referred to together as a single class of stock; and further with respect to the Preferred Stock: (i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 1,455,000 of said shares of $100 Preferred Stock shall be divided into twelve series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 70,000 shares of 9.52% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Seventh Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Ninth Series Preferred Stock"), one of which shall consist of 100,000 shares of 8.56% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Tenth Series Preferred Stock"), one of which shall consist of 300,000 shares of 9.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eleventh Series Preferred Stock"), one of which shall consist of 350,000 shares of 11.48% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Twelfth Series Preferred Stock"), and the remaining 3,045,000 of said shares of $100 Preferred Stock may be divided into and issued in additional series from time to time, each such additional shares to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. (ii) Said 12,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), and one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"); and the remaining 8,000,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. II The shares of each class of Preferred Stock shall have the same rank and shall have the same relative rights except as to matters relating to the par values and voting rights thereof (including matters relating to quorums and adjournments) and those characteristics with respect to which there may be variations among the respective series of Preferred Stock. The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchases or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh and Twelfth Series Preferred Stock and the Series A and Series B Preferred Stock, and with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution of resolutions of the Board of Directors of the Corporation providing for such series. To the extent, if any, that the issuance of additional series of Preferred Stock, the designation of the class thereof, the fixing and setting forth of such different characteristics of each additional series of Preferred Stock, and the adoption by the Board of Directors of the resolution or resolutions providing, therefor, constitutes or requires the amendment of these Articles of Incorporation, the Board of Directors shall have authority so to amend these Articles of Incorporation, as provided by Louisiana law and particularly, but not by way of limitation, Section 24B(6) of Title 12 of the Louisiana Revised Statues of 1950, as amended, and to authorize and to cause the due execution and filing of such Articles of Amendment to these Articles of Incorporation as the Board of Directors may deem necessary, appropriate or advisable, or sees fit, for such purpose. III Further provisions with respect to the Preferred Stock and the Common Stock are and shall be as set forth hereinafter in this Part III of Article 3 and hereinafter in these Articles of Incorporation. (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, and at the rate of 13.12% per annum on the Series B Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. (B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such Preferred Stock in default shall have been paid, the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything herein to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation, then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify. If and when all dividends then in default on the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors. In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock; 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 or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, 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 or terms of the director or directors whose place or places shall be vacant. Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class it shall be the duty of the President, a Vice President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five nor more than sixty days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen nor more than fifty days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of stockholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen days nor more than fifty days from the giving of such second notice, such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of stockholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of stockholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that if, at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the outstanding Preferred Stock is not present in person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting. (C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding: (1) create, authorize or issue any new stock which, after issuance would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (G) below; provided, however, that any such new stock or security shall be issued within twelve months (and so long as any of the First Series Preferred Stock remains outstanding, within 180 days), after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security; or (2) amend, alter, change or repeal any of the express terms of any of the Preferred Stock then outstanding in a manner prejudicial to the holders thereof; the increase or decrease in the authorized amount of the Preferred Stock or the creation, or increase or decrease in the authorized amount, of any new class of stock ranking on a parity with the Preferred Stock shall not, for the purposes of this paragraph, be deemed to be prejudicial to the holders of the Preferred Stock. (D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote, at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding: (1) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted by regulatory authority of the United States of America under the provisions of the Public Utility Holding Company Act of 1935; provided that the provisions of this sub-paragraph (1) shall not apply to a purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a corporate merger or consolidation; or (2) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation, (ii) the reacquisition, redemption or other retirement of any indebtedness which reacquisition, redemption or other retirement has been authorized by the Securities and Exchange Commission under the provisions of the Public Utility Holding Company Act of 1935, or (iii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, or preferred stock ranking prior to, or pari passu with, the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtedness then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 10% of the aggregate of (a) and (b) of this subparagraph (2) below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for the purposes of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within five (5) years (provided the words "five (5) years" shall read "three (3) years" when none of the First Series Preferred Stock remains outstanding); furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 10% of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities repre senting unsecured debt shall be issued or assumed (except for the purposes set forth in (i), (ii) and (iii) above) until such ratio is reduced to 10% of the sum of (a) and (b) above; or (3) issue, sell, or otherwise dispose of any shares of the Preferred Stock in addition to the 805,000 shares of the First through Tenth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, (a) so long as any of the First Series Preferred Stock remains outstanding, unless the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, determined, after provision for depreciation and all taxes and in accordance with generally accepted accounting practices, to be available for the payment of dividends for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, is at least equal to twice the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued, and (b) so long as any Preferred Stock remains outstanding, unless the gross income of the Corporation and Louisiana Power & Light Company, a Florida corporation, for such period, determined in accordance with generally accepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books to depreciation expense or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest indebtedness of the Corporation and (ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of new property, the net income and gross income of the property to be so acquired, computed on the same basis as the net income and gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or (4) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 805,000 shares of the First through Tenth Series Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this sub-paragraph (4), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in paragraph (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding. (E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article 3 and as may otherwise be required by law, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to matter upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of $100 Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (1/4) vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. As to any matters requiring or permitting or otherwise calling for or involving the presence of, or the consent or vote of, or any other action by, a particular number or percentage or fraction or portion of the total number of shares of Preferred Stock outstanding, or of the outstanding Preferred Stock, or of the total number of shares of Preferred Stock present in person or by proxy, or of the Preferred Stock present in person or by proxy, for purposes of making such calculation and determination, each share of $100 Preferred Stock shall be considered and counted as one share and each share of $25 Preferred Stock shall be considered and counted as one-quarter (1/4) of a share. (F) In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency, or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution. (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, and as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be noncumulative, to redeem, upon authorization of the Board of Directors on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date fixed for redemption to each holder of record of Preferred Stock to be redeemed, at his post-office address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) days' notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and, in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or publication of such notice as aforesaid or at any time thereafter prior to the date fixed for redemption, the Corporation may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of New Orleans, Louisiana, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to said shares, but shall be entitled only to receive such moneys from said bank or trust company, with interest, if any, allowed by such bank or trust company on such moneys deposited as in this paragraph provided, on endorsement and surrender of their certificates as aforesaid. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of six years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be deemed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, plus interest thereon, if any, allowed by such bank or trust company, as above stated, for the redemption of such shares and so paid to the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued. If less than all of the shares of any series of the Preferred Stock are to be redeemed, the shares thereof to be redeemed shall be selected by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not (i) make any payment, or set aside funds for payment, into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, or (ii) redeem, purchase or otherwise acquire less than all of the shares of the Preferred Stock, if, at the time of such payment or setting aside of funds for payment into such sinking fund, or of such redemption, purchase or other acquisition, dividends payable on any of the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, all such defaults shall be cured or unless such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and cancelled. (H) For the purposes of this paragraph (H) and subparagraph (4) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves), (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1953 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depre ciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements), over the amount charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (H):(i) the term "total capitalization" shall mean the sum Or the Common Stock Equity plus item (3) in this paragraph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of the determination of the total capitalization; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to its Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows: (a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 50% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (a) could have been, and have not been, declared; and (b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock paid by the Corporation and Louisiana Power & Light Company, a Florida corporation, within the year ending with and including the date on which such dividend is payable, exceeds 75% of the net income of the Corporation and Louisiana Power & Light Company, a Florida corporation, available for dividends on Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (a) and in this subparagraph (b) could have been, and have not been, declared; and (c) At any time when the Common Stock Equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above. So long as any of the Second through Twelfth Series Preferred Stock or any of the Series A or Series B Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. (I) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the dates after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for all payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution. (J) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors or Executive Committee. (K) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities. (L) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding Preferred Stock, with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock into or for Common Stock or authorize the conversion or exchange of any Preferred Stock into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased. (M) A consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Articles of Incorporation. (N) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account. (O) Subject to the limitations hereinabove set forth, upon the vote of a majority of all the directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote (or if the vote of a larger number or different proportion of shares is required by the laws of the State of Louisiana, notwithstanding the above agreement of the stockholders of the Corporation to the contrary, then upon the vote of the larger number or different proportion of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes. (P) Subject to the limitations hereinabove set forth, the $100 Preferred Stock or the $25 Preferred Stock or the Common Stock or any of said classes of stock may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class. (Q) If any provision in this Article 3 shall be in conflict or inconsistent with any other provision of the Articles of Incorporation of the Corporation, the provisions of this Article 3 shall prevail and govern. ARTICLE 4 The Corporation shall have perpetual existence. ARTICLE 5 The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 5. Directors shall be elected at each annual meeting of stockholders and, subject to the provisions of Article 3 hereof, each director so elected shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified. The number of directors to be elected at any annual meeting of stockholders shall, except as otherwise provided herein, be the number fixed in the latest resolution of the Board of Directors adopted pursuant to the authority contained in the next succeeding sentence and not subsequently rescinded. The Board of Directors shall have power from time to time and at any time when the stockholders are not assembled in an annual or special meeting, by resolution adopted by a majority of the directors then in office, to fix the number of directors of the Corporation, provided that the number so fixed shall be not less than seven (7) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 3 hereof, be elected by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of stockholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 3 hereof, such resolution may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, such resolution shall provide that it shall not become effective until the next election of directors by the stockholders. If the Board of Directors shall fail to adopt a resolution which fixes initially the number of directors, the number of directors shall be nine (9). If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect. ARTICLE 6 For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, the directors and the stockholders, provision is made as follows: (a) General authority is hereby conferred upon the Board of Directors of the Corporation to fix the consideration for which shares of stock of the Corporation without nominal or par value, may be issued and disposed of and the shares of stock of the Corporation without nominal or par value, whether authorized by these Articles of Incorporation or by subsequent increase of the authorized number of shares of stock or by amendment of these Articles of Incorporation by consolidation or merger or otherwise and/or any securities convertible into stock of the Corporation without nominal or par value, may be issued and disposed of by the Board of Directors for such consideration and on such terms and in such manner as may be fixed from time to time by the Board of Directors. (b) If now or hereafter permitted by Louisiana law, the issue of the whole, or any part determined by the Board of Directors, of the shares of stock of the Corporation as partly paid, and subject to calls thereon until the whole thereof shall have been paid, is hereby authorized. (c) The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors or the Executive Committee and all other Committees and to determine the amount of such compensation and fees. (d) The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation, its officers, employees or agents by reason thereof; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do. If the Corporation shall neglect or refuse to issue such a new certificate and it shall appear that the owner thereof has applied to the Corporation for a new certificate in place thereof and has made due proof of the loss or destruction thereof and has given such notice of his application for such new certificate in such newspaper of general circulation, published in the State of Louisiana, as reasonably should be approved by the Board of Directors, and in such other newspaper as may be required by the Board of Directors, and has tendered to the Corporation adequate security to indemnify the Corporation, its officers, employees or agents, and any person other than such applicant who shall thereafter appear to be the lawful owner of such allegedly lost or destroyed certificate against damage, loss or expense because of the issuance of such new certificate, and the effect thereof as herein provided, then, unless there is adequate cause why such new certificate shall not be issued, the Corporation, upon the receipt of said indemnity, shall issue a new certificate of stock in place of such lost or destroyed certificate. In the event that the Corporation shall nevertheless refuse to issue a new certificate as aforesaid, the applicant may then petition any court of competent jurisdiction for relief against the failure of the Corporation to perform its obligations hereunder. In the event that the Corporation shall issue such new certificate, any person who shall thereafter claim any rights under the certificate in place of which such new certificate is issued, whether such new certificate is issued pursuant to the judgment or decree of such court or voluntarily by the Corporation after the publication of notice and the receipt of proof and indemnity as aforesaid, shall have recourse to such indemnity and the Corporation shall be discharged from all liability to such person by reason of such certificate and the shares represented thereby. (e) No stockholder shall have any right to inspect any account, book or document of the Corporation, except as conferred by statute or authorized by the directors. (f) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, but any stock authorized by these Articles of Incorporation or any such additional authorized issue of new stock or of securities convertible into stock may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in their discretion determine, without offering any thereof, on the same terms or on any terms, to the stockholders then of record or to any class of stockholders. (g) A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of a majority of a quorum of the Board of Directors or of the Executive Committee, without counting in such majority or quorum any director so interested or member of a firm so interested or a shareholder or director of a corporation so interested, or (2) by vote at a stockholders' meeting of the holders of record of a majority of all the outstanding shares of stock of the Corporation entitled to vote or by writing or writings signed by a majority of such holders; nor shall any director be liable to account to the Corporation for any profits realized by and from or through any such transaction or contract of the Corporation, authorized, ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member or any corporation of which is a shareholder or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification or approval of such contracts in any other manner provided by law. (h) Any director may be removed and his place filled at any meeting of the stockholders by the vote of a majority of the outstanding stock of the Corporation entitled to vote. Vacancies in the Board of Directors, except vacancies arising from the removal of directors, shall be filled by the directors remaining in office. (i) Any property of the Corporation not essential to the conduct of its corporate business and purposes may be sold, leased, exchanged or otherwise disposed of by authority of its Board of Directors, and the Corporation may sell, lease, exchange or otherwise dispose of all of its property and franchises or any of its property, franchises, corporate rights or privileges essential to the conduct of its corporate business and purposes, upon the consent of and for such consideration and upon such terms as may be authorized by a majority of all of the directors and the holders of a majority of the outstanding shares of stock entitled to vote (or, if the consent or vote of a larger number or different propor tion of the directors and/or shares is required by the laws of the State of Louisiana notwithstanding the above agreement of the stockholders of the Corporation to the contrary, then upon the consent or vote of the larger number or different proportion of the directors and/or shares so required) expressed in writing or by vote at a meeting of stockholders duly called and held as provided by law or in the manner provided by the By-Laws of the Corporation, if not inconsistent therewith; and at no time shall any of the plants, properties, easements, franchises (other than corporate franchises) or securities then owned by the Corporation, be deemed to be property, franchises, corporate rights or privileges essential to the conduct of the corporate business and purposes of the Corporation. (j) Upon the written consent or the vote of the holders of record of a majority of the shares of stock of the Corporation then outstanding and entitled to vote, (1) any or every statute of the State of Louisiana (a) increasing, diminishing, or in any way affecting the rights, powers or privileges of stockholders of corporations organized under the general laws of said State, or (b) giving effect to the action taken by any part, less than all, of the stockholders of any such corporation, shall be binding upon the Corporation and every stockholder thereof, to the same extent as if such statute had been in force at the date of the making, filing and recording of these Articles of Incorporation, and/or (2) amendments of these Articles of Incorporation authorized at the time of making such amendments by the laws of the State of Louisiana, may be made. These Restated Articles of Incorporation are executed on and dated the 21st day of February, 1980. LOUISIANA POWER & LIGHT COMPANY By: /s/ J. M. Wyatt J. M. Wyatt, President By: /s/ W. H. Talbot W. H. Talbot, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared J. M. WYATT and W. H. TALBOT, to me known and known to me to be the President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ J. M. Wyatt J. M. Wyatt, President Louisiana Power & Light Company /s/ W. H. Talbot W. H. Talbot, Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 21st day of February, 1980. /s/ Melvin Schwartzman Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION of LOUISIANA POWER & LIGHT COMPANY On October 28, l980 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation of said corporation as follows: Sub-paragraph (ii) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (ii) Said 12,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), and one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"); and the remaining 6,800,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock; and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh and Twelfth Series Preferred Stock and the Series A, Series B and Series C Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, and at the rate of 15.20% per annum on the Series C Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, l981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock, ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly. of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, and as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Pre ferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Twelfth Series Preferred Stock or any of the Series A, Series B or Series C Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorporation and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 28th day of October, 1980. Louisiana Power & Light Company By: /s/ J. M. Wyatt J. M. Wyatt, President By: /s/ W. H. Talbot W. H. Talbot, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared J. M. WYATT and W. H. TALBOT, to me known and known to me to be the President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ J. M. Wyatt J. M. Wyatt, President Louisiana Power & Light Company /s/ W. H. Talbot W. H. Talbot, Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 28th day of October, 1980. _________________________________ Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On May 12, l982 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (ii) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (ii) Said 12,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"); and one series of $25 Preferred Stock shall consist of 2,000,000 shares of 14.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series D Preferred Stock"); and the remaining 4,800,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh and Twelfth Series Preferred Stock and the Series A, Series B, Series C and Series D Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, and at the rate of 14.72% per annum on the Series D Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, l981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock, ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly. of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, and as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Pre ferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorized of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Twelfth Series Preferred Stock or any of the Series A, Series B, Series C or Series D Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorporation and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 12th day of May, 1982. Louisiana Power & Light Company By: /s/ J. M. Wyatt J. M. Wyatt, President By: /s/ W. H. Talbot W. H. Talbot, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared J. M. WYATT and W. H. TALBOT, to me known and known to me to be the President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ J. M. Wyatt J. M. Wyatt, President Louisiana Power & Light Company /s/ W. H. Talbot W. H. Talbot, Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 12th day of May, 1982. /s/ Melvin I. Schwartzman Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On February 16, 1983 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (ii) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (ii) Said 12,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 14.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series D Preferred Stock"), and one series of $25 Preferred Stock shall consist of 3,000,000 shares of 12.64% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series E Preferred Stock"); and the remaining 1,800,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh and Twelfth Series Preferred Stock and the Series A, Series B, Series C, Series D and Series E Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, at the rate of 14.72% per annum on the Series D Preferred Stock, and at the rate of 12.64% per annum on the Series E Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, from February 24, 1983 with respect to the Series E Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, l981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock, ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, and as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, and as to the Series E Preferred Stock, a redemption price of $28.16 per share if redeemed on or prior to February 1, 1988 (except that no share of the Series E Preferred Stock shall be redeemed prior to February 1, 1988 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series E Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 13.1942% per annum), $27.37 per share if redeemed subsequent to February 1, 1988 but on or prior to February 1, 1993, $26.58 per share if redeemed subsequent to February 1, 1993 but on or prior to February 1, 1998, and $25.79 per share if redeemed subsequent to February 1, 1998, and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Pre ferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorized of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series E Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1988 and on each February 1 thereafter (each such date being hereinafter referred to as a "Series E Sinking Fund Redemption Date"), for so long as any shares of the Series E Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 150,000 shares of the Series E Preferred Stock (or the number of shares then outstanding if less than 150,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series E Preferred Stock being hereinafter referred to as the "Series E Sinking Fund Obligation"); the Series E Sinking Fund Obligation shall be cumulative; if on any Series E Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series E Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series E Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series E Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series E Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series E Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series E Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series E Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series E Sinking Fund Obligation, the Corporation shall have the option, which shall be non- cumulative, to redeem, upon authorized of the Board of Directors, on each Series E Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 150,000 additional shares of the Series E Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series E Sinking Fund Obligation on any Series E Sinking Fund Redemption Date any shares of the Series E Preferred Stock (including shares of the Series E Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series E Preferred Stock redeemed pursuant to the Series E Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series E Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Twelfth Series Preferred Stock or any of the Series A, Series B, Series C, Series D or Series E Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorporation and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 16th day of February, 1983. Louisiana Power & Light Company By: /s/ James M. Cain James M. Cain, President By: /s/ W. H. Talbot W. H. Talbot, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and W. H. TALBOT, to me known and known to me to be the President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President Louisiana Power & Light Company /s/ W. H. Talbot W. H. Talbot, Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 16th day of February, 1983. /s/ Melvin I. Schwartzman Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED, of LOUISIANA POWER & LIGHT COMPANY On June 7, 1984, the shareholders of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended paragraph (b) of Part I of Article 3 of the Restated Articles of Incorporation, as amended, of said corporation to be and to read in its entirety as follows: (b) 4,500,000 shares of preferred stock having a par value of $100 per share, which shall all be of one class (hereinafter called the "$100 Preferred Stock"), and 22,000,000 shares of preferred stock having a par value of $25 per share, which shall all be of one class (hereinafter called the "$25 Preferred Stock"), which said two classes of preferred stock are hereinafter together referred to as the "Preferred Stock", and, for certain purposes and to such extent as are hereinafter set forth, are treated or referred to together as a single class of stock; and further with respect to the Preferred Stock: (i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 1,455,000 of said shares of $100 Preferred Stock shall be divided into twelve series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 70,000 shares of 9.52% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Seventh Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Ninth Series Preferred Stock"), one of which shall consist of 100,000 shares of 8.56% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Tenth Series Preferred Stock"), one of which shall consist of 300,000 shares of 9.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eleventh Series Preferred Stock"), and one of which shall consist of 350,000 shares of 11.48% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Twelfth Series Preferred Stock"); and the remaining 3,045,000 of said shares of $100 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. (ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 14.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series D Preferred Stock"), and one series of $25 Preferred Stock shall consist of 3,000,000 shares of 12.64% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series E Preferred Stock"); and the remaining 11,800,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on June 1 , 1984, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Middle South Utilities, Inc., which was then and is now the sole owner and shareholder of record of 115,141,200 shares of the Common Stock of the said Louisiana Power & Light Company, said 115,141,200 shares being all of the outstanding Common Stock of the said Louisiana Power & Light Company and said Common Stock having all of the voting power and being all of the capital stock of the said Louisiana Power & Light Company entitled to vote on the foregoing amendment to its Restated Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Middle South Utilities, Inc. affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said Louisiana Power & Light Company, the amendment of its Restated Articles of Incorporation, as amended, as hereinabove set forth. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 7th day of June, 1984. LOUISIANA POWER & LIGHT COMPANY By: /s/ James M. Cain James M. Cain, President By: /s/ W. H. Talbot W. H. Talbot, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA ) ) PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and W. H. TALBOT, to me known and known to me to be the President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President, Louisiana Power & Light Company /s/ W. H. Talbot W. H. Talbot, Secretary, Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 7th day of June, 1984. /s/ Melvin I. Schwartzman Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On August 9, 1984 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (ii) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 14.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series D Preferred Stock"), and one series of $25 Preferred Stock shall consist of 3,000,000 shares of 12.64% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series E Preferred Stock"), and one series of $25 Preferred Stock shall consist of 2,000,000 shares of 19.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series F Preferred Stock"); and the remaining 9,800,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh and Twelfth Series Preferred Stock and the Series A, Series B, Series C, Series D, Series E, and Series F Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, at the rate of 14.72% per annum on the Series D Preferred Stock, at the rate of 12.64% per annum on the Series E Preferred Stock, and at the rate of 19.20% per annum on the Series F Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, from February 24, 1983 with respect to the Series E Preferred Stock, from August 17, 1984 with respect to the Series F Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, l981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock, ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, and as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, as to the Series E Preferred Stock, a redemption price of $28.16 per share if redeemed on or prior to February 1, 1988 (except that no share of the Series E Preferred Stock shall be redeemed prior to February 1, 1988 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series E Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 13.1942% per annum), $27.37 per share if redeemed subsequent to February 1, 1988 but on or prior to February 1, 1993, $26.58 per share if redeemed subsequent to February 1, 1993 but on or prior to February 1, 1998, and $25.79 per share if redeemed subsequent to February 1, 1998, and as to the Series F Preferred Stock, a redemption price of $29.80 per share if redeemed on or prior to August 1, 1985, $29.27 per share if redeemed subsequent to August 1, 1985 but on or prior to August 1, 1986, $28.73 per share if redeemed subsequent to August 1, 1986 but on or prior August 1, 1987, $28.20 per share if redeemed subsequent to August 1, 1987 but on or prior to August 1, 1988, $27.67 per share if redeemed subsequent to August 1, 1988 but on or prior to August 1, 1989, $27.13 per share if redeemed subsequent to August 1, 1989 but on or prior to August 1, 1990, $26.60 per share if redeemed subsequent to April 1, 1990 but on or prior to August 1, 1991, $26.07 per share if redeemed subsequent to April 1, 1991 but on or prior to August 1, 1992, $25.53 per share if redeemed subsequent to August 1, 1992 but on or prior to August 1, 1993, and $25.00 per share if redeemed subsequent to August 1, 1993, provided, however, that no share of the Series F Preferred Stock shall be redeemed prior August 1, 1989 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series F Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 19.9171% per annum), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Pre ferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorized of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series E Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1988 and on each February 1 thereafter (each such date being hereinafter referred to as a "Series E Sinking Fund Redemption Date"), for so long as any shares of the Series E Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 150,000 shares of the Series E Preferred Stock (or the number of shares then outstanding if less than 150,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series E Preferred Stock being hereinafter referred to as the "Series E Sinking Fund Obligation"); the Series E Sinking Fund Obligation shall be cumulative; if on any Series E Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series E Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series E Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series E Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series E Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series E Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series E Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series E Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series E Sinking Fund Obligation, the Corporation shall have the option, which shall be non- cumulative, to redeem, upon authorized of the Board of Directors, on each Series E Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 150,000 additional shares of the Series E Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series E Sinking Fund Obligation on any Series E Sinking Fund Redemption Date any shares of the Series E Preferred Stock (including shares of the Series E Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series E Preferred Stock redeemed pursuant to the Series E Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series E Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series F Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on August 1, 1990 and on each August 1 thereafter (each such date being hereinafter referred to as a "Series F Sinking Fund Redemption Date"), for so long as any shares of the Series F Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 400,000 shares of the Series F Preferred Stock (or the number of shares then outstanding if less than 400,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series F Preferred Stock being hereinafter referred to as the "Series F Sinking Fund Obligation"); the Series F Sinking Fund Obligation shall be cumulative; if on any Series F Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series F Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series F Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series F Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series F Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series F Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series F Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series F Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series F Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorized of the Board of Directors, on each Series F Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 400,000 additional shares of the Series F Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series F Sinking Fund Obligation on any Series F Sinking Fund Redemption Date any shares of the Series F Preferred Stock (including shares of the Series F Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series F Preferred Stock redeemed pursuant to the Series F Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series F Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Twelfth Series Preferred Stock or any of the Series A, Series B, Series C, Series D, Series E or Series F Preferred Stock remains outstanding, or here remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorporation and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 10th day of August, 1984. Louisiana Power & Light Company By: /s/ James M. Cain James M. Cain, President By: /s/ N. J. Briley N. J. Briley, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and N. J. BRILEY, to me known and known to me to be the President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President Louisiana Power & Light Company /s/ N, J. Briley N. J. Briley, Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 10th day of August, 1984. /s/ Melvin I. Schwartzman Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED, of LOUISIANA POWER & LIGHT COMPANY On February 24, 1989, the shareholders of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended paragraph (a) of Part I of Article 3 of the Restated Articles of Incorporation, as amended, of said corporation to read in its entirety as follows: (a) 250,000,000 shares of Common Stock, without nominal or par value (hereinafter called the "Common Stock"). The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on February 24, 1989, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Middle South Utilities, Inc., which was then and is now the sole owner and shareholder of record of 137,110,900 shares of the Common Stock of the said Louisiana Power & Light Company, said 137,110,900 shares being all of the outstanding Common Stock of the said Louisiana Power & Light Company and said Common Stock having all of the voting power and being all of the capital stock of the said Louisiana Power & Light Company entitled to vote on the foregoing amendment to its Restated Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Middle South Utilities, Inc. affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporation action of the said Louisiana Power & Light Company, the amendment of its Restated Articles of Incorporation, as amended, as hereinabove of its Restated Articles of Incorporation, as amended, as hereinabove set forth. The Restated Articles of Incorporation of said Louisiana Power & Light Company, as heretofore amended, were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by Reference. These Articles of Amendment are executed on and dated the 28th day of February, 1989. LOUISIANA POWER & LIGHT COMPANY By: /s/ Donald Hunter Donald Hunter President and Chief Operating Officer By: /s/ T. O. Lind Thomas O. Lind, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared DONALD HUNTER and THOMAS O. LIND, to me known and known to me to be the President and Chief Operating Officer and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ Donald Hunter Donald Hunter President and Chief Operating Officer Louisiana Power & Light Company /s/ Thomas O. Lind Thomas O. Lind, Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 28th day of February, 1989. ____________________________________ Notary Public ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On June 24, 1991 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (ii) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 14.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series D Preferred Stock"), one series of $25 Preferred Stock shall consist of 3,000,000 shares of 12.64% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series E Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 19.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series F Preferred Stock"), and one series of $25 Preferred Stock shall consist of 2,000,000 shares of 9.68% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series G Preferred Stock"); and the remaining 7,800,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh and Twelfth Series Preferred Stock and the Series A, Series B, Series C, Series D, Series E, Series F, and Series G Preferred Stock, and, with respect to each additional series of Preferred Stock, the desig nation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, at the rate of 14.72% per annum on the Series D Preferred Stock, at the rate of 12.64% per annum on the Series E Preferred Stock, at the rate of 19.20% per annum on the Series F Preferred Stock, and at the rate of 9.68% per annum on the Series G Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, from February 24, 1983 with respect to the Series E Preferred Stock, from August 17, 1984 with respect to the Series F Preferred Stock, from July 2, 1991 with respect to the Series G Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Elev enth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, as to the Series E Preferred Stock, a redemption price of $28.16 per share if redeemed on or prior to February 1, 1988 (except that no share of the Series E Preferred Stock shall be redeemed prior to February 1, 1988 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series E Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 13.1942% per annum), $27.37 per share if redeemed subsequent to February 1, 1988 but on or prior to February 1, 1993, $26.58 per share if redeemed subsequent to February 1, 1993 but on or prior to February 1, 1998, and $25.79 per share if redeemed subsequent to February 1, 1998, as to the Series F Preferred Stock, a redemption price of $29.80 per share if redeemed on or prior to August 1, 1985, $29.27 per share if redeemed subsequent to August 1, 1985 but on or prior to August 1, 1986, $28.73 per share if redeemed subsequent to August 1, 1986 but on or prior to August 1, 1987, $28.20 per share if redeemed subsequent to August 1, 1987 but on or prior to August 1, 1988, $27.67 per share if redeemed subsequent to August 1, 1988 but on or prior to August 1, 1989, $27.13 per share if redeemed subsequent to August 1, 1989 but on or prior to August 1, 1990, $26.60 per share if redeemed subsequent to August 1, 1990 but on or prior to August 1, 1991, $26.07 per share if redeemed subsequent to August 1, 1991 but on or prior to August 1, 1992, $25.53 per share if redeemed subsequent to August 1, 1992 but on or prior to August 1, 1993, and $25.00 per share if redeemed subsequent to August 1, 1993, provided, however, that no share of the Series F Preferred Stock shall be redeemed prior to August 1, 1989 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series F Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 19.9171% per annum, and as to the Series G Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series G Preferred Stock shall be redeemed on or before August 1, 1996), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series E Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1988 and on each February 1 thereafter (each such date being hereinafter referred to as a "Series E Sinking Fund Redemption Date"), for so long as any shares of the Series E Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 150,000 shares of the Series E Preferred Stock (or the number of shares then outstanding if less than 150,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series E Preferred Stock being hereinafter referred to as the "Series E Sinking Fund Obligation"); the Series E Sinking Fund Obligation shall be cumulative; if on any Series E Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series E Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series E Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series E Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series E Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series E Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series E Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series E Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series E Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series E Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 150,000 additional shares of the Series E Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series E Sinking Fund Obligation on any Series E Sinking Fund Redemption Date any shares of the Series E Preferred Stock (including shares of the Series E Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series E Preferred Stock redeemed pursuant to the Series E Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series E Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series F Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on August 1, 1990 and on each August 1 thereafter (each such date being hereinafter referred to as a "Series F Sinking Fund Redemption Date"), for so long as any shares of the Series F Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 400,000 shares of the Series F Preferred Stock (or the number of shares then outstanding if less than 400,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series F Preferred Stock being hereinafter referred to as the "Series F Sinking Fund Obligation"); the Series F Sinking Fund Obligation shall be cumulative; if on any Series F Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series F Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series F Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series F Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series F Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series F Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series F Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series F Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series F Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series F Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 400,000 additional shares of the Series F Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series F Sinking Fund Obligation on any Series F Sinking Fund Redemption Date any shares of the Series F Preferred Stock (including shares of the Series F Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series F Preferred Stock redeemed pursuant to the Series F Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series F Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Twelfth Series Preferred Stock or any of the Series A, Series B, Series C, Series D, Series E, Series F, or Series G Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorpora tion and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 24th day of June, 1991. LOUISIANA POWER & LIGHT COMPANY By: /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President By: /s/ Lee W. Randall Lee W. Randall, Assistant Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared Gerald D. McInvale and Lee W. Randall, to me known to be a Senior Vice President and an Assistant Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President /s/ Lee W. Randall Lee W. Randall Assistant Secretary Sworn to and subscribed before me at New Orleans, Louisiana on this 24th day of June, 1991. /s/ Melvin I. Schwartzman Melvin I. Schwartzman, Notary Public for the Parish of Orleans, State of Louisiana My Commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On October 24, 1991 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (i) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 1,805,000 of said shares of $100 Preferred Stock shall be divided into thirteen series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 70,000 shares of 9.52% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Seventh Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Ninth Series Preferred Stock"), one of which shall consist of 100,000 shares of 8.56% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Tenth Series Preferred Stock"), one of which shall consist of 300,000 shares of 9.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eleventh Series Preferred Stock"), one of which shall consist of 350,000 shares of 11.48% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Twelfth Series Preferred Stock"), and one of which shall consist of 350,000 shares of 8% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Thirteenth Series Preferred Stock"); and the remaining 2,695,000 of said shares of $100 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh, Twelfth, and Thirteenth Series Preferred Stock and the Series A, Series B, Series C, Series D, Series E, Series F, and Series G Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 8% per annum on the Thirteenth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, at the rate of 14.72% per annum on the Series D Preferred Stock, at the rate of 12.64% per annum on the Series E Preferred Stock, at the rate of 19.20% per annum on the Series F Preferred Stock, and at the rate of 9.68% per annum on the Series G Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from October 31, 1991 with respect to the Thirteenth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, from February 24, 1983 with respect to the Series E Preferred Stock, from August 17, 1984 with respect to the Series F Preferred Stock, from July 2, 1991 with respect to the Series G Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Thirteenth Series Preferred Stock, a redemption price of $100.00 per share (except that no share of the Thirteenth Series Preferred Stock shall be redeemed on or before November 1, 1999), as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a re demption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, as to the Series E Preferred Stock, a redemption price of $28.16 per share if redeemed on or prior to February 1, 1988 (except that no share of the Series E Preferred Stock shall be redeemed prior to February 1, 1988 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series E Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 13.1942% per annum), $27.37 per share if redeemed subsequent to February 1, 1988 but on or prior to February 1, 1993, $26.58 per share if redeemed subsequent to February 1, 1993 but on or prior to February 1, 1998, and $25.79 per share if redeemed subsequent to February 1, 1998, as to the Series F Preferred Stock, a redemption price of $29.80 per share if redeemed on or prior to August 1, 1985, $29.27 per share if redeemed subsequent to August 1, 1985 but on or prior to August 1, 1986, $28.73 per share if redeemed subsequent to August 1, 1986 but on or prior to August 1, 1987, $28.20 per share if redeemed subsequent to August 1, 1987 but on or prior to August 1, 1988, $27.67 per share if redeemed subsequent to August 1, 1988 but on or prior to August 1, 1989, $27.13 per share if redeemed subsequent to August 1, 1989 but on or prior to August 1, 1990, $26.60 per share if redeemed subsequent to August 1, 1990 but on or prior to August 1, 1991, $26.07 per share if redeemed subsequent to August 1, 1991 but on or prior to August 1, 1992, $25.53 per share if redeemed subsequent to August 1, 1992 but on or prior to August 1, 1993, and $25.00 per share if redeemed subsequent to August 1, 1993, provided, however, that no share of the Series F Preferred Stock shall be redeemed prior to August 1, 1989 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series F Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 19.9171% per annum, and as to the Series G Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series G Preferred Stock shall be redeemed on or before August 1, 1996), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Thirteenth Series Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 2001 (such date being hereinafter referred to as the "Thirteenth Series Sinking Fund Redemption Date"), the Corporation shall redeem, out of funds legally available therefor, all of the shares of the Thirteenth Series Preferred Stock then outstanding at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation to redeem all of the shares of the Thirteenth Series Preferred Stock on the Thirteenth Series Sinking Fund Redemption Date or, as hereinafter provided for, on any annual anniversary thereof on which shares of the Thirteenth Series Preferred Stock are outstanding (each such annual anniversary being hereinafter referred to as the "Thirteenth Series Sinking Fund Redemption Date Annual Anniversary") being hereinafter referred to as the "Thirteenth Series Sinking Fund Obligation"); the Thirteenth Series Sinking Fund Obligation shall be cumulative and if on the Thirteenth Series Sinking Fund Redemption Date, or on any Thirteenth Series Sinking Fund Redemption Date Annual Anniversary, the Corporation shall not have funds legally available therefor sufficient to redeem all of the shares of the Thirteenth Series Preferred Stock then outstanding, the Thirteenth Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Thirteenth Series Sinking Fund Redemption Date Annual Anniversary until all of the outstanding shares of the Thirteenth Series Preferred Stock shall have been redeemed; if on the Thirteenth Series Sinking Fund Redemption Date or on any Thirteenth Series Sinking Fund Redemption Date Annual Anniversary, the funds of the Corporation legally available for the satisfaction of the Thirteenth-Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Thirteenth Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Thirteenth Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Thirteenth Series Sinking Fund Obligation to such Total Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock ( including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series E Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1988 and on each February 1 thereafter (each such date being hereinafter referred to as a "Series E Sinking Fund Redemption Date"), for so long as any shares of the Series E Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 150,000 shares of the Series E Preferred Stock (or the number of shares then outstanding if less than 150,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series E Preferred Stock being hereinafter referred to as the "Series E Sinking Fund Obligation"); the Series E Sinking Fund Obligation shall be cumulative; if on any Series E Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series E Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series E Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series E Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series E Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series E Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series E Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series E Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series E Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series E Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 150,000 additional shares of the Series E Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series E Sinking Fund Obligation on any Series E Sinking Fund Redemption Date any shares of the Series E Preferred Stock (including shares of the Series E Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series E Preferred Stock redeemed pursuant to the Series E Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series E Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series F Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on August 1, 1990 and on each August 1 thereafter (each such date being hereinafter referred to as a "Series F Sinking Fund Redemption Date"), for so long as any shares of the Series F Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 400,000 shares of the Series F Preferred Stock (or the number of shares then outstanding if less than 400,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series F Preferred Stock being hereinafter referred to as the "Series F Sinking Fund Obligation"); the Series F Sinking Fund Obligation shall be cumulative; if on any Series F Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series F Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series F Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series F Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series F Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series F Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series F Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series F Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series F Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series F Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 400,000 additional shares of the Series F Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series F Sinking Fund Obligation on any Series F Sinking Fund Redemption Date any shares of the Series F Preferred Stock (including shares of the Series F Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series F Preferred Stock redeemed pursuant to the Series F Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series F Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Thirteenth Series Preferred Stock or any of the Series A, Series B, Series C, Series D, Series E, Series F, or Series G Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelvemonth period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorpora tion and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 24th day of October, 1991. LOUISIANA POWER & LIGHT COMPANY By: /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President By: /s/ T. O. Lind T. O. Lind, Secretary ACKNOWLEDGMENT STATE OF ARKANSAS COUNTY OF PULASKI BEFORE ME, the undersigned authority, personally came and appeared Gerald D. McInvale and T. O. Lind, to me known to be a Senior Vice President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President /s/ T. O. Lind T. O. Lind Secretary Sworn to and subscribed before me at Little Rock, Pulaski County, Arkansas on this 24th day of October, 1991. /s/ Shirley Hunter Notary Public for the County of Pulaski, State of Arkansas My Commission expires on March 1, 2001. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On January 27, 1992 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (i) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (i) Said 4,500,000 shares of $100 Preferred Stock shall be issuable in one or more series from time to time; 2,305,000 of said shares of $100 Preferred Stock shall be divided into fourteen series, one of which shall consist of 60,000 shares of 4.96% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "First Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Second Series Preferred Stock"), one of which shall consist of 70,000 shares of 4.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Third Series Preferred Stock"), one of which shall consist of 75,000 shares of 5.16% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fourth Series Preferred Stock"), one of which shall consist of 80,000 shares of 5.40% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fifth Series Preferred Stock"), one of which shall consist of 80,000 shares of 6.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Sixth Series Preferred Stock"), one of which shall consist of 70,000 shares of 9.52% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Seventh Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.84% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eighth Series Preferred Stock"), one of which shall consist of 100,000 shares of 7.36% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Ninth Series Preferred Stock"), one of which shall consist of 100,000 shares of 8.56% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Tenth Series Preferred Stock"), one of which shall consist of 300,000 shares of 9.44% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Eleventh Series Preferred Stock"), one of which shall consist of 350,000 shares of 11.48% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Twelfth Series Preferred Stock"), one of which shall consist of 350,000 shares of 8% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Thirteenth Series Preferred Stock"), and one of which shall consist of 500,000 shares of 7% Preferred Stock, Cumulative, $100 par value (hereinafter sometimes called "Fourteenth Series Pre ferred Stock"); and the remaining 2,195,000 of said shares of $100 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh, Twelfth, Thirteenth, and Fourteenth Series Preferred Stock and the Series A, Series B, Series C, Series D, Series E, Series F, and Series G Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 8% per annum on the Thirteenth Series Preferred Stock, at the rate of 7% per annum on the Fourteenth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, at the rate of 14.72% per annum on the Series D Preferred Stock, at the rate of 12.64% per annum on the Series E Preferred Stock, at the rate of 19.20% per annum on the Series F Preferred Stock, and at the rate of 9.68% per annum on the Series G Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from October 31, 1991 with respect to the Thirteenth Series Preferred Stock, from February 4, 1992 with respect to the Fourteenth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, from February 24, 1983 with respect to the Series E Preferred Stock, from August 17, 1984 with respect to the Series F Preferred Stock, from July 2, 1991 with respect to the Series G Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any. special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Thirteenth Series Preferred Stock, a redemption price of $100.00 per share (except that no share of the Thirteenth Series Preferred Stock shall be redeemed on or before November 1, 1999), as to the Fourteenth Series Preferred Stock, a redemption price of $100.00 per share (except that no share of the Fourteenth Series Preferred Stock shall be redeemed on or before February 1, 1998), as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, as to the Series E Preferred Stock, a redemption price of $28.16 per share if redeemed on or prior to February 1, 1988 (except that no share of the Series E Preferred Stock shall be redeemed prior to February 1, 1988 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series E Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 13.1942% per annum), $27.37 per share if redeemed subsequent to February 1, 1988 but on or prior to February 1, 1993, $26.58 per share if redeemed subsequent to February 1, 1993 but on or prior to February 1, 1998, and $25.79 per share if redeemed subsequent to February 1, 1998, as to the Series F Preferred Stock, a redemption price of $29.80 per share if redeemed on or prior to August 1, 1985, $29.27 per share if redeemed subsequent to August 1, 1985 but on or prior to August 1, 1986, $28.73 per share if redeemed subsequent to August 1, 1986 but on or prior to August 1, 1987, $28.20 per share if redeemed subsequent to August 1, 1987 but on or prior to August 1, 1988, $27.67 per share if redeemed subsequent to August 1, 1988 but on or prior to August 1, 1989, $27.13 per share if redeemed subsequent to August 1, 1989 but on or prior to August 1, 1990, $26.60 per share if redeemed subsequent to August 1, 1990 but on or prior to August 1, 1991, $26.07 per share if redeemed subsequent to August 1, 1991 but on or prior to August 1, 1992, $25.53 per share if redeemed subsequent to August 1, 1992 but on or prior to August 1, 1993, and $25.00 per share if redeemed subsequent to August 1, 1993, provided, however, that no share of the Series F Preferred Stock shall be redeemed prior to August 1, 1989 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series F Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 19.9171% per annum, and as to the Series G Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series G Preferred Stock shall be redeemed on or before August 1, 1996), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Thirteenth Series Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 2001 (such date being hereinafter referred to as the "Thirteenth Series Sinking Fund Redemption Date"), the Corporation shall redeem, out of funds legally available therefor, all of the shares of the Thirteenth Series Preferred Stock then outstanding at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation to redeem all of the shares of the Thirteenth Series Preferred Stock on the Thirteenth Series Sinking Fund Redemption Date or, as hereinafter provided for, on any annual anniversary thereof on which shares of the Thirteenth Series Preferred Stock are outstanding (each such annual anniversary being hereinafter referred to as the "Thirteenth Series Sinking Fund Redemption Date Annual Anniversary") being hereinafter referred to as the "Thirteenth Series Sinking Fund Obligation"); the Thirteenth Series Sinking Fund Obligation shall be cumulative and if on the Thirteenth Series Sinking Fund Redemption Date, or on any Thirteenth Series Sinking Fund Redemption Date Annual Anniversary, the Corporation shall not have funds legally available therefor sufficient to redeem all of the shares of the Thirteenth Series Preferred Stock then outstanding, the Thirteenth Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Thirteenth Series Sinking Fund Redemption Date Annual Anniversary until all of the outstanding shares of the Thirteenth Series Preferred Stock shall have been redeemed; if on the Thirteenth Series Sinking Fund Redemption Date or on any Thirteenth Series Sinking Fund Redemption Date Annual Anniversary, the funds of the Corporation legally available for the satisfaction of the Thirteenth Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Thirteenth Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Thirteenth Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Thirteenth Series Sinking Fund Obligation to such Total Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Fourteenth Series Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1999 (such date being hereinafter referred to as the "Fourteenth Series Sinking Fund Redemption Date"), the Corporation shall redeem, out of funds legally available therefor, all of the shares of the Fourteenth Series Preferred Stock then outstanding at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation to redeem all of the shares of the Fourteenth Series Preferred Stock on the Fourteenth Series Sinking Fund Redemption Date or, as hereinafter provided for, on any annual anniversary thereof on which shares of the Fourteenth Series Preferred Stock are outstanding (each such annual anniversary being hereinafter referred to as the "Fourteenth Series Sinking Fund Redemption Date Annual Anniversary") being hereinafter referred to as the "Fourteenth Series Sinking Fund Obligation"); the Fourteenth Series Sinking Fund Obligation shall be cumulative and if on the Fourteenth Series Sinking Fund Redemption Date, or on any Fourteenth Series Sinking Fund Redemption Date Annual Anniversary, the Corporation shall not have funds legally available therefor sufficient to redeem all of the shares of the Fourteenth Series Preferred Stock then outstanding, the Fourteenth Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Fourteenth Series Sinking Fund Redemption Date Annual Anniversary until all of the outstanding shares of the Fourteenth Series Preferred Stock shall have been redeemed; if on the Fourteenth Series Sinking Fund Redemption Date or on any Fourteenth Series Sinking Fund Redemption Date Annual Anniversary, the funds of the Corporation legally available for the satisfaction of the Fourteenth Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Fourteenth Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Fourteenth Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Fourteenth Series Sinking Fund Obligation to such Total Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation"); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120,000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to divi dends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series E Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1988 and on each February 1 thereafter (each such date being hereinafter referred to as a "Series E Sinking Fund Redemption Date"), for so long as any shares of the Series E Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 150,000 shares of the Series E Preferred Stock (or the number of shares then outstanding if less than 150,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series E Preferred Stock being hereinafter referred to as the "Series E Sinking Fund Obligation"); the Series E Sinking Fund Obligation shall be cumulative; if on any Series E Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series E Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series E Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series E Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series E Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series E Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series E Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series E Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series E Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series E Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 150,000 additional shares of the Series E Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series E Sinking Fund Obligation on any Series E Sinking Fund Redemption Date any shares of the Series E Preferred Stock (including shares of the Series E Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series E Preferred Stock redeemed pursuant to the Series E Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series E Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series F Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on August 1, 1990 and on each August 1 thereafter (each such date being hereinafter referred to as a "Series F Sinking Fund Redemption Date"), for so long as any shares of the Series F Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 400,000 shares of the Series F Preferred Stock (or the number of shares then outstanding if less than 400,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series F Preferred Stock being hereinafter referred to as the "Series F Sinking Fund Obligation"); the Series F Sinking Fund Obligation shall be cumulative; if on any Series F Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series F Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series F Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series F Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series F Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series F Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series F Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series F Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series F Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series F Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 400,000 additional shares of the Series F Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series F Sinking Fund Obligation on any Series F Sinking Fund Redemption Date any shares of the Series F Preferred Stock (including shares of the Series F Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series F Preferred Stock redeemed pursuant to the Series F Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series F Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Fourteenth Series Preferred Stock or any of the Series A, Series B, Series C, Series D, Series E, Series F, or Series G Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provi sions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorpora tion and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 27th day of January, 1992. LOUISIANA POWER & LIGHT COMPANY By: /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President By: /s/ T. O. Lind T. O. Lind, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared Gerald D. McInvale and T. O. Lind, to me known to be a Senior Vice President and the Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President /s/ T. O. Lind T. O. Lind, Secretary Sworn to and subscribed before me at New Orleans, Orleans Parish, Louisiana, on this 27th day of January, 1992. /s/ Melvin I. Schwartzman Melvin I. Schwartzman, Notary Public in and for the Parish of Orleans, State of Louisiana My Commission is issued for life. ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION, AS AMENDED of LOUISIANA POWER & LIGHT COMPANY On October 22, 1992 the Board of Directors of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, at a meeting of said Board of Directors duly convened and held, with a quorum present and acting throughout, by resolutions unanimously adopted, amended Article 3 of the Restated Articles of Incorporation, as amended, of said corporation as follows: Sub-paragraph (ii) of paragraph (b) of Part I of said Article 3 is amended to be and to read in its entirety as follows: (ii) Said 22,000,000 shares of $25 Preferred Stock shall be issuable in one or more series from time to time; one series of $25 Preferred Stock shall consist of 2,400,000 shares of 10.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series A Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,600,000 shares of 13.12% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series B Preferred Stock"), one series of $25 Preferred Stock shall consist of 1,200,000 shares of 15.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series C Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 14.72% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series D Preferred Stock"), one series of $25 Preferred Stock shall consist of 3,000,000 shares of 12.64% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series E Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 19.20% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series F Preferred Stock"), one series of $25 Preferred Stock shall consist of 2,000,000 shares of 9.68% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series G Preferred Stock"), and one series of $25 Preferred Stock shall consist of 1,480,000 shares of 8% Preferred Stock, Cumulative, $25 par value (hereinafter sometimes called "Series H Preferred Stock"); and the remaining 6,320,000 of said shares of $25 Preferred Stock may be divided into and issued in additional series from time to time, each such additional series to be provided for and to be distinctively designated, and the issuance of the shares of each such additional series to be authorized, in and by a resolution or resolutions to be adopted by the Board of Directors of the Corporation in accordance with the provisions hereof. The second sentence of Part II of said Article 3 is amended to be and to read in its entirety as follows: The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular class of such series and with respect to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of the sinking fund requirements (if any) for the purchase or redemption of shares of each series of Preferred Stock other than the First through Tenth Series Preferred Stock; which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Tenth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Eleventh, Twelfth, Thirteenth, and Fourteenth Series Preferred Stock and the Series A, Series B, Series C, Series D, Series E, Series F, Series G and Series H Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series. Paragraph (A) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 9.52% per annum on the Seventh Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8.56% per annum on the Tenth Series Preferred Stock, at the rate of 9.44% per annum on the Eleventh Series Preferred Stock, at the rate of 11.48% per annum on the Twelfth Series Preferred Stock, at the rate of 8% per annum on the Thirteenth Series Preferred Stock, at the rate of 7% per annum on the Fourteenth Series Preferred Stock, at the rate of 10.72% per annum on the Series A Preferred Stock, at the rate of 13.12% per annum on the Series B Preferred Stock, at the rate of 15.20% per annum on the Series C Preferred Stock, at the rate of 14.72% per annum on the Series D Preferred Stock, at the rate of 12.64% per annum on the Series E Preferred Stock, at the rate of 19.20% per annum on the Series F Preferred Stock, at the rate of 9.68% per annum on the Series G Preferred Stock, and at the rate of 8% per annum on the Series H Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to stockholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Tenth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Tenth Series Preferred Stock, from November 2, 1977 with respect to the Eleventh Series Preferred Stock, from March 1, 1979 with respect to the Twelfth Series Preferred Stock, from October 31, 1991 with respect to the Thirteenth Series Preferred Stock, from February 4, 1992 with respect to the Fourteenth Series Preferred Stock, from July 19, 1979 with respect to the Series A Preferred Stock, from October 17, 1979 with respect to the Series B Preferred Stock, from November 6, 1980 with respect to the Series C Preferred Stock, from May 19, 1982 with respect to the Series D Preferred Stock, from February 24, 1983 with respect to the Series E Preferred Stock, from August 17, 1984 with respect to the Series F Preferred Stock, from July 2, 1991 with respect to the Series G Preferred Stock, from October 29, 1992 with respect to the Series H Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series. The first sentence of paragraph (G) of Part III of said Article 3 is amended to be and to read in its entirety as follows: (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Seventh Series Preferred Stock, a redemption price of $108.96 per share if redeemed on or prior to November 1, 1980, $106.58 per share if redeemed subsequent to November 1, 1980 but on or prior to November 1, 1985, and $104.20 per share if redeemed subsequent to November 1, 1985, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, as to the Tenth Series Preferred Stock, a redemption price of $107.42 per share if redeemed on or prior to March 1, 1984, $105.28 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, and $103.14 per share if redeemed subsequent to March 1, 1989, as to the Eleventh Series Preferred Stock, a redemption price of $111.44 per share if redeemed on or prior to November 1, 1982 (except that no share of the Eleventh Series Preferred Stock shall be redeemed prior to November 1, 1982 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Eleventh Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.4297% per annum), $109.08 per share if redeemed subsequent to November 1, 1982 but on or prior to November 1, 1987, $106.72 per share if redeemed subsequent to November 1, 1987 but on or prior to November 1, 1992, and $104.36 per share if redeemed subsequent to November 1, 1992, as to the Twelfth Series Preferred Stock, a redemption price of $113.98 per share if redeemed on or prior to March 1, 1984 (except that no share of the Twelfth Series Preferred Stock shall be redeemed prior to March 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Twelfth Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so com puted) of less than 11.4560% per annum), $111.11 per share if redeemed subsequent to March 1, 1984 but on or prior to March 1, 1989, $108.24 per share if redeemed subsequent to March 1, 1989 but on or prior to March 1, 1994, and $105.37 per share if redeemed subsequent to March 1, 1994, as to the Thirteenth Series Preferred Stock, a redemption price of $100.00 per share (except that no share of the Thirteenth Series Preferred Stock shall be redeemed on or before November 1, 1999), as to the Fourteenth Series Preferred Stock, a redemption price of $100.00 per share (except that no share of the Fourteenth Series Preferred Stock shall be redeemed on or before February 1, 1998), as to the Series A Preferred Stock, a redemption price of $27.68 per share if redeemed on or prior to July 1, 1984 (except that no share of the Series A Preferred Stock shall be redeemed prior to July 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 11.2705% per annum), $27.01 per share if redeemed subsequent to July 1, 1984 but on or prior to July 1, 1989, $26.34 per share if redeemed subsequent to July 1, 1989 but on or prior to July 1, 1994, and $25.67 per share if redeemed subsequent to July 1, 1994, as to the Series B Preferred Stock, a redemption price of $28.28 per share if redeemed on or prior to October 1, 1984 (except that no share of the Series B Preferred Stock shall be redeemed prior to October 1, 1984 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series B Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 14.6103% per annum), $27.46 per share if redeemed subsequent to October 1, 1984 but on or prior to October 1, 1989, $26.64 per share if redeemed subsequent to October 1, 1989 but on or prior to October 1, 1994, and $25.82 per share if redeemed subsequent to October 1, 1994, as to the Series C Preferred Stock, a redemption price of $28.80 per share if redeemed on or prior to November 1, 1985 (except that no share of the Series C Preferred Stock shall be redeemed prior to November 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series C Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.0616% per annum), $27.85 per share if redeemed subsequent to November 1, 1985 but on or prior to November 1, 1990, $26.90 per share if redeemed subsequent to November 1, 1990 but on or prior to November 1, 1995, and $25.95 per share if redeemed subsequent to November 1, 1995, as to the Series D Preferred Stock, a redemption price of $28.68 per share if redeemed on or prior to May 1, 1987 (except that no share of the Series D Preferred Stock shall be redeemed prior to May 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series D Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.4233% per annum), $27.76 per share if redeemed subsequent to May 1, 1987 but on or prior to May 1, 1992, $26.84 per share if redeemed subsequent to May 1, 1992 but on or prior to May 1, 1997, and $25.92 per share if redeemed subsequent to May 1, 1997, as to the Series E Preferred Stock, a redemption price of $28.16 per share if redeemed on or prior to February 1, 1988 (except that no share of the Series E Preferred Stock shall be redeemed prior to February 1, 1988 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series E Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 13.1942% per annum), $27.37 per share if redeemed subsequent to February 1, 1988 but on or prior to February 1, 1993, $26.58 per share if redeemed subsequent to February 1, 1993 but on or prior to February 1, 1998, and $25.79 per share if redeemed subsequent to February 1, 1998, as to the Series F Preferred Stock, a redemption price of $29.80 per share if redeemed on or prior to August 1, 1985, $29.27 per share if redeemed subsequent to August 1, 1985 but on or prior to August 1, 1986, $28.73 per share if redeemed subsequent to August 1, 1986 but on or prior to August 1, 1987, $28.20 per share if redeemed subsequent to August 1, 1987 but on or prior to August 1, 1988, $27.67 per share if redeemed subsequent to August 1, 1988 but on or prior to August 1, 1989, $27.13 per share if redeemed subsequent to August 1, 1989 but on or prior to August 1, 1990, $26.60 per share if redeemed subsequent to August 1, 1990 but on or prior to August 1, 1991, $26.07 per share if redeemed subsequent to August 1, 1991 but on or prior to August 1, 1992, $25.53 per share if redeemed subsequent to August 1, 1992 but on or prior to August 1, 1993, and $25.00 per share if redeemed subsequent to August 1, 1993, provided, however, that no share of the Series F Preferred Stock shall be redeemed prior to August 1, 1989 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the Series F Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 19.9171% per annum, as to the Series G Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series G Preferred Stock shall be redeemed on or before August 1, 1996), and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption; provided that without the vote of the issued and outstanding Common Stock, the Thirteenth Series Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 2001 (such date being hereinafter referred to as the "Thirteenth Series Sinking Fund Redemption Date"), the Corporation shall redeem, out of funds legally available therefor, all of the shares of the Thirteenth Series Preferred Stock then outstanding at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation to redeem all of the shares of the Thirteenth Series Preferred Stock on the Thirteenth Series Sinking Fund Redemption Date or, as hereinafter provided for, on any annual anniversary thereof on which shares of the Thirteenth Series Preferred Stock are outstanding (each such annual anniversary being hereinafter referred to as the "Thirteenth Series Sinking Fund Redemption Date Annual Anniversary") being hereinafter referred to as the "Thirteenth Series Sinking Fund Obligation"); the Thirteenth Series Sinking Fund Obligation shall be cumulative and if on the Thirteenth Series Sinking Fund Redemption Date, or on any Thirteenth Series Sinking Fund Redemption Date Annual Anniversary, the Corporation shall not have funds legally available therefor sufficient to redeem all of the shares of the Thirteenth Series Preferred Stock then outstanding, the Thirteenth Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Thirteenth Series Sinking Fund Redemption Date Annual Anniversary until all of the outstanding shares of the Thirteenth Series Preferred Stock shall have been redeemed; if on the Thirteenth Series Sinking Fund Redemption Date or on any Thirteenth Series Sinking Fund Redemption Date Annual Anniversary, the funds of the Corporation legally available for the satisfaction of the Thirteenth Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Thirteenth Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Thirteenth Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Thirteenth Series Sinking Fund Obligation to such Total Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Fourteenth Series Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1999 (such date being hereinafter referred to as the "Fourteenth Series Sinking Fund Redemption Date"), the Corporation shall redeem, out of funds legally available therefor, all of the shares of the Fourteenth Series Preferred Stock then outstanding at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation to redeem all of the shares of the Fourteenth Series Preferred Stock on the Fourteenth Series Sinking Fund Redemption Date or, as hereinafter provided for, on any annual anniversary thereof on which shares of the Fourteenth Series Preferred Stock are outstanding (each such annual anniversary being hereinafter referred to as the "Fourteenth Series Sinking Fund Redemption Date Annual Anniversary") being hereinafter referred to as the "Fourteenth Series Sinking Fund Obligation"); the Fourteenth Series Sinking Fund Obligation shall be cumulative and if on the Fourteenth Series Sinking Fund Redemption Date, or on any Fourteenth Series Sinking Fund Redemption Date Annual Anniversary, the Corporation shall not have funds legally available therefor sufficient to redeem all of the shares of the Fourteenth Series Preferred Stock then outstanding, the Fourteenth Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Fourteenth Series Sinking Fund Redemption Date Annual Anniversary until all of the outstanding shares of the Fourteenth Series Preferred Stock shall have been redeemed; if on the Fourteenth Series Sinking Fund Redemption Date or on any Fourteenth Series Sinking Fund Redemption Date Annual Anniversary, the funds of the Corporation legally available for the satisfaction of the Fourteenth Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Fourteenth Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Fourteenth Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Fourteenth Series Sinking Fund Obligation to such Total Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series A Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on July 1, 1984 and on each July 1 thereafter (each such date being hereinafter referred to as a "Series A Sinking Fund Redemption Date"), for so long as any shares of the Series A Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 120,000 shares of the Series A Preferred Stock (or the number of shares then outstanding if less than 120,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series A Preferred Stock being hereinafter referred to as the "Series A Sinking Fund Obligation" ); the Series A Sinking Fund Obligation shall be cumulative; if on any Series A Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series A Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series A Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series A Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series A Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series A Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series A Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series A Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series A Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series A Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 120, 000 additional shares of the Series A Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series A Sinking Fund Obligation on any Series A Sinking Fund Redemption Date any shares of the Series A Preferred Stock (including shares of the Series A Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series A Preferred Stock redeemed pursuant to the Series A Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series A Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series B Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on October 1, 1984 and on each October 1 thereafter (each such date being hereinafter referred to as a "Series B Sinking Fund Redemption Date"), for so long as any shares of the Series B Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 80,000 shares of the Series B Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series B Preferred Stock being hereinafter referred to as the "Series B Sinking Fund Obligation"); the Series B Sinking Fund Obligation shall be cumulative; if on any Series B Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series B Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series B Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series B Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series B Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series B Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series B Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series B Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series B Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series B Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the Series B Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series B Sinking Fund Obligation on any Series B Sinking Fund Redemption Date any shares of the Series B Preferred Stock (including shares of the Series B Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series B Preferred Stock redeemed pursuant to the Series B Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series B Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series C Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on November 1, 1985 and on each November 1 thereafter (each such date being hereinafter referred to as a "Series C Sinking Fund Redemption Date"), for so long as any shares of the Series C Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 60,000 shares of the Series C Preferred Stock (or the number of shares then outstanding if less than 60,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series C Preferred Stock being hereinafter referred to as the "Series C Sinking Fund Obligation"); the Series C Sinking Fund Obligation shall be cumulative; if on any Series C Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series C Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series C Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series C Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series C Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series C Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series C Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series C Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series C Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series C Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 60,000 additional shares of the Series C Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series C Sinking Fund Obligation on any Series C Sinking Fund Redemption Date any shares of the Series C Preferred Stock (including shares of the Series C Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series C Preferred Stock redeemed pursuant to the Series C Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series C Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series D Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on May 1, 1987 and on each May 1 thereafter (each such date being hereinafter referred to as a "Series D Sinking Fund Redemption Date"), for so long as any shares of the Series D Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 100,000 shares of the Series D Preferred Stock (or the number of shares then outstanding if less than 100,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series D Preferred Stock being hereinafter referred to as the "Series D Sinking Fund Obligation"); the Series D Sinking Fund Obligation shall be cumulative; if on any Series D Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series D Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series D Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series D Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series D Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series D Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series D Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series D Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series D Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series D Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 100,000 additional shares of the Series D Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series D Sinking Fund Obligation on any Series D Sinking Fund Redemption Date any shares of the Series D Preferred Stock (including shares of the Series D Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series D Preferred Stock redeemed pursuant to the Series D Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series D Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series E Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on February 1, 1988 and on each February 1 thereafter (each such date being hereinafter referred to as a "Series E Sinking Fund Redemption Date"), for so long as any shares of the Series E Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 150,000 shares of the Series E Preferred Stock (or the number of shares then outstanding if less than 150,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series E Preferred Stock being hereinafter referred to as the "Series E Sinking Fund Obligation"); the Series E Sinking Fund Obligation shall be cumulative; if on any Series E Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series E Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series E Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series E Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series E Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series E Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series E Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series E Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series E Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series E Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 150,000 additional shares of the Series E Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series E Sinking Fund Obligation on any Series E Sinking Fund Redemption Date any shares of the Series E Preferred Stock (including shares of the Series E Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series E Preferred Stock redeemed pursuant to the Series E Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series E Sinking Fund Obligation; and provided that without the vote of the issued and outstanding Common Stock, the Series F Preferred Stock shall be subject to redemption as and for a sinking fund as follows: on August 1, 1990 and on each August 1 thereafter (each such date being hereinafter referred to as a "Series F Sinking Fund Redemption Date"), for so long as any shares of the Series F Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 400,000 shares of the Series F Preferred Stock (or the number of shares then outstanding if less than 400,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the Series F Preferred Stock being hereinafter referred to as the "Series F Sinking Fund Obligation"); the Series F Sinking Fund Obligation shall be cumulative; if on any Series F Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Series F Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Series F Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Series F Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Series F Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the Series F Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Series F Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Series F Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Series F Sinking Fund Obligation, the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Series F Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 400,000 additional shares of the Series F Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Series F Sinking Fund Obligation on any Series F Sinking Fund Redemption Date any shares of the Series F Preferred Stock (including shares of the Series F Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the Series F Preferred Stock redeemed pursuant to the Series F Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Series F Sinking Fund Obligation. The last sentence of paragraph (H) of Part III of said Article 3 is amended to be and to read in its entirety as follows: So long as any of the Second through Fourteenth Series Preferred Stock or any of the Series A, Series B, Series C, Series D, Series E, Series F, Series G or Series H Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation", shall be exclusive of amounts provided for such property prior to the merger. The Restated Articles of Incorporation, as amended, of the said Louisiana Power & Light Company were amended as aforesaid by its Board of Directors as provided in Section 33 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, and pursuant to the authority granted in and by said Restated Articles of Incorporation and the laws of the State of Louisiana, and particularly, but not by way of limitation, Part II of Article 3 of said Restated Articles of Incorporation and Sections 24B(6) and 33A and E of Title 12 of the Louisiana Revised Statutes of 1950, as amended. The Restated Articles of Incorporation, as amended, of said Louisiana Power & Light Company were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 22nd day of October, 1992. LOUISIANA POWER & LIGHT COMPANY By: /s/ Gerald D. McInvale Gerald D. McInvale Senior Vice President By: /s/ Gary L. Florreich Gary L. Florreich, Assistant Secretary and Assistant Treasurer ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared Gerald D. McInvale and Gary L. Florreich, to me known to be a Senior Vice President and an Assistant Secretary and Assistant Treasurer, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ Gerald D. McInvale Gerald D. McInvale, Senior Vice President /s/ Gary L. Florreich Gary L. Florreich, Assistant Secretary and Assistant Treasurer Sworn to and subscribed before me at New Orleans, Orleans Parish, Louisiana, on this 22nd day of October, 1992. /s/ Charles McChord Carrico Charles McChord Carrico, Notary Public, Parish of Orleans, State of Louisiana My Commission is issued for life. ARTICLES OF AMENDMENT TO THE RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED, OF LOUISIANA POWER & LIGHT COMPANY On May 5, 1994, the shareholders of Louisiana Power & Light Company, a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended the first sentence of the first paragraph of Article 5 of the Restatement of Articles of Incorporation, as amended, of said corporation to read in its entirety as follows: "ARTICLE 5 The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 5. Directors shall be elected at each annual meeting of stockholders and, subject to the provisions of Article 3 hereof, each director so elected shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified. The stockholders or the Board of Directors shall have the power from time to time to fix the number of directors of the corporation, provided that the number so fixed shall not be less than three (3) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 3 hereof, be elected by the stockholders or by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of stockholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 3 hereof, the stockholders or the Board of Directors may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, the stockholders or the Board of Directors may provide that it shall not become effective until the next election of directors by the stockholders. If the Board of Directors shall fail to adopt a resolution which fixes initially the number of directors, the number of directors shall be nine (9). If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect." The Restatement of Articles of Incorporation, as amended, of the said Louisiana Power & Light Company was amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on May 5, 1994, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Entergy Corporation, which was then and is now the sole owner and shareholder of record of 165,173,180 shares of the Common Stock of the said Louisiana Power & Light Company, said 165,173,180 shares being all of the outstanding Common Stock of the said Louisiana Power & Light Company and said Common Stock having all of the voting power and being all of the capital stock of the said Louisiana Power & Light Company entitled to vote on the foregoing amendment to its Restatement of Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Entergy Corporation affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said Louisiana Power & Light Company, the amendment of its Restatement of Articles of Incorporation, as amended, as hereinabove set forth. The Restatement of Articles of Incorporation of said Louisiana Power & Light Company, as heretofore amended, was not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restatement of Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said Louisiana Power & Light Company are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 21st day of July, 1994. LOUISIANA POWER & LIGHT COMPANY By /s/ Glenn E. Harder Glenn E. Harder, Vice President By /s/ Christopher T. Screen Christopher T. Screen, Assistant Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared Glenn E. Harder and Christopher T. Screen, to me known and known to me to be a Vice President and the Assistant Secretary, respectively, of Louisiana Power & Light Company and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said Louisiana Power & Light Company, as its and their free act and deed, being thereunto duly authorized. /s/ Glenn E. Harder Glenn E. Harder, Vice President Louisiana Power & Light Company /s/ Christopher T. Screen Christopher T. Screen, Assistant Secretary Louisiana Power & Light Company Sworn to and subscribed before me at New Orleans, Louisiana, on this 21st day of July 1994. /s/ Mary H. Tooke Notary Public My commission is issued for life. LOUISIANA POWER & LIGHT COMPANY Articles of Amendment Pursuant to La. R.S. 12:32 April 22, 1996 The undersigned corporation, pursuant to La. R.S. 12:32, submits the following document and sets forth: 1.The name of the corporation is Louisiana Power & Light Company. 2. As evidenced by the attached Stockholder's Unanimous Written Approval of Amendment, the following amendment, effective April 22, 1996, to the Restated Articles of Incorporation, as amended, was proposed by the Board of Directors of Louisiana Power & Light Company on April 15, 1996, and was unanimously adopted by the stockholder of Louisiana Power & Light Company entitled to vote on the amendment on April 22, 1996, in accordance with and in the manner prescribed by the laws of the State of Louisiana and the Restated Articles of Incorporation of Louisiana Power & Light Company, as amended: RESOLVED, That the Title and Article 1 of the Restated Articles of Incorporation of Louisiana Power & Light Company are amended to read as follows: "RESTATED ARTICLES OF INCORPORATION OF ENTERGY LOUISIANA, INC." "Article 1 The name of this Corporation is and shall be ENTERGY LOUISIANA, INC."; and further RESOLVED, That any additional references to "Louisiana Power & Light Company" in said Restated Articles of Incorporation, as amended, be changed to "Entergy Louisiana, Inc." 3.Pursuant to the Laws of the State of Louisiana and the Restated Articles of Incorporation of Louisiana Power & Light Company, as amended, the holders of the outstanding shares of common stock was the only stockholder entitled to vote on the amendment, there being no right to vote on the amendment by the holders of preferred stock of Louisiana Power & Light Company. 4.The number of shares of common stock of the Corporation outstanding at the time of such adoption was 165,173,180; and the number of shares of common stock entitled to vote thereon was 165,173,180; the number of shares of common stock voting for the amendment was 165,173,180; the number of shares of common stock voting against the amendment was -0- ; the number of shares of preferred stock of the Corporation outstanding at the time of such adoption was 5,665,370, none of which preferred shares were entitled to vote thereon. Dated the 22nd day of April, 1996. LOUISIANA POWER & LIGHT COMPANY By: /S/ Michael G. Thompson Michael G. Thompson Senior Vice President and Secretary By: /s/ Christopher T. Screen Christopher T. Screen Assistant Secretary EX-3 5 Exhibit 3(d) RESTATED ARTICLES OF INCORPORATION OF MISSISSIPPI POWER & LIGHT COMPANY Pursuant to the provisions of Section 64 of the Mississippi Business Corporation Law (Section 79-3-127, Mississippi Code of 1972, as amended), the undersigned Corporation adopts the following Restated Articles of Incorporation: FIRST: The name of the Corporation is MISSISSIPPI POWER & LIGHT COMPANY. SECOND: The period of its duration is ninety-nine (99) years. THIRD: The purpose or purposes which the Corporation is authorized to pursue are: To acquire, buy, hold, own, sell, lease, exchange, dispose of, finance, deal in, construct, build, equip, improve, use, operate, maintain and work upon: (a) Any and all kinds of plants and systems for the manufacture, production, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, natural or artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and every kind; (b) Any and all kinds of telephone, telegraph, radio, wireless and other systems, facilities and devices for the receipt and transmission of sounds and signals, any and all kinds of interurban, city and street railways and railroads and bus lines for the transportation of passengers and/or freight, transmission lines, systems, appliances, equipment and devices and tracks, stations, buildings and other structures and facilities; (c) Any and all kinds of works, power plants, manufactories, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind pertaining to or in anywise connected with the construction, operation or maintenance of telephone, telegraph, radio, wireless and other systems, facilities and devices for the receipt and transmission of sounds and signals, or of interurban, city and street railways and railroads and bus lines, or in anywise connected with or pertaining to the manufacture, production, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, natural or artificial gas, water, steam, ice, refrigeration and power or any other purposes; To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply street and interurban railway and bus service, electricity, natural or artificial gas, light, heat, ice, refrigeration, water and steam in any form and for any purposes whatsoever, and any power or force or energy in any form and for any purposes whatsoever; To buy, sell, manufacture, produce and generally deal in milk, cream and any articles or substances used or usable in or in connection with the manufacture and production of ice cream, ices, beverages and soda fountain supplies; to buy, sell, manufacture, produce and generally deal in ice cream and ices; To acquire, organize, assemble, develop, build up and operate constructing and operating and other organizations and systems, and to hire, sell, lease, exchange, turn over, deliver and dispose of such organizations and systems in whole or in part and as going organizations and systems and otherwise, and to enter into and perform contracts, agreements and undertakings of any kind in connection with any or all the foregoing powers; To do a general contracting business; To purchase, acquire, develop, mine, explore, drill, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable property; To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its corporate rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects; To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by, any other corporation or corporations of the State of Mississippi or any other state or government and, while the owner of such stock, to exercise all the rights, powers and privileges of individual ownership with respect thereto including the right to vote thereon, and to consent and otherwise act with respect thereto; To aid in any manner any corporation or association, domestic or foreign, or any firm or individual, any shares of stock in which or any bonds, debentures, notes, securities, evidences of indebtedness, contracts or obligations of which are held by or for the Corporation or in which or in the welfare of which the Corporation shall have any interest, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies; To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from surplus of its assets over its liabilities including capital; and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly nor counted as outstanding for the purposes of any stockholders' quorum or vote; In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trade-marks and any licenses or other rights or interests therein and thereunder: To purchase, acquire, hold, own or dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Restated Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefits of the Corporation, and in general to carry on any lawful business necessary or not incidental to the attainment of the objects of the Corporation whether or not such business is similar in nature to the objects set forth in these Restated Articles of Incorporation or any amendment thereof. To do any or all things herein set forth, to the same extent and as fully as natural persons might or could do, and in any part of the world, and as principal, agent, contractor or otherwise, and either alone or in conjunction with any other persons, firms, associations or corporations; To conduct its business in all its branches in the State of Mississippi, other states, the District of Columbia, the territories and colonies of the United States, and any foreign countries, and to have one or more offices out of the State of Mississippi and to hold, purchase, mortgage and convey real and personal property both within and without the State of Mississippi; provided, however, that the Corporation shall not exercise any of the powers set forth herein for the purpose of engaging in business as a street railway, telegraph or telephone company unless prior thereto this Article Third shall have been amended to set forth a description of the line and the points it will traverse. FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 17,004,478 shares, divided into 2,004,476 shares of Preferred Stock of the par value of $100 per share and 15,000,000 shares of Common Stock without par value. The preferences, limitations and relative rights in respect of the shares of each class and the variations in the relative rights and preferences as between series of any preferred or special class in series are as follows: The Preferred Stock shall be issuable in one or more series from time to time and the shares of each series shall have the same rank and be identical with each other and shall have the same relative rights except with respect to the following: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series, the dates on which dividends shall be paid in each year and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The sinking fund provisions, if any, for the redemption or purchase of shares; which different characterics of clauses (a), (b), (c) and (d) above may be stated and expressed with respect to each series in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors or in these Restated Articles of Incorporation of any amendment thereof. A series of 60,000 shares of Preferred Stock shall: (a) be designated "4.36% Preferred Stock Cumulative, $100 Par Value"; (b) have a dividend rate of $4.36 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be February 1, 1963, and such dividends to be cumulative from the last date to which dividends upon the 4.36% Preferred Stock Cumulative, $100 Par Value, of Mississippi Power & Light Company, a Florida corporation, are paid; (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of $105.36 per share if redeemed on or before February 1, 1964, and of $103.88 per share if redeemed after February 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. A series of 44,476 shares of the Preferred Stock shall: (a) be designated "4.56% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $4.56 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be February 1, 1963, and such dividends to be cumulative from the last date to which dividends upon the 4.56% Preferred Stock, Cumulative, $100 Par Value, of Mississippi Power & Light Company, a Florida corporation, are paid; and (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of $108.50 per share if redeemed on or before November 1, 1964, and of $107.00 per share if redeemed after November 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. A series of 100,000 shares of the Preferred Stock shall: (a) be designated "4.92% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $4.92 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be February 1, 1966, and such dividends to be cumulative from the date of issue of said series; and (c) be subject to redemption at the price of $106.30 per share if redeemed on or before January 1, 1971, of $104.38 per share if redeemed after January 1, 1971 and on or before January 1, 1976, and of $102.88 per share if redeemed after January 1, 1976, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. A series of 75,000 shares of the Preferred Stock shall: (a) be designated "9.16% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $9.16 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be November 1, 1970, and such dividends to be cumulative from the date of issue of said series; and (c) be subject to redemption at the price of $110.93 per share if redeemed on or before August 1, 1975, of $108.64 per share if redeemed after August 1, 1975 and on or before August 1, 1980, of $106.35 per share if redeemed after August 1, 1980 and on or before August 1, 1985, and of $104.06 per share if redeemed after August 1, 1985, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 9.16% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to August 1, 1975 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 9.16% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than the effective dividend cost to the Corporation of the 9.16% Preferred Stock, Cumulative, $100 Per Value. A series of 100,000 shares of the Preferred Stock shall: (a) be designated "7.44% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $7.44 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be May 1, 1973, and such dividends to be cumulative from February 14, 1973; and (c) be subject to redemption at the price of $108.39 per share if redeemed on or before February 1, 1978, of $106.53 per share if redeemed after February 1, 1978 and on or before February 1, 1983, of $104.67 per share if redeemed after February 1, 1983 and on or before February 1, 1988, and of $102.81 per share if redeemed after February 1, 1988, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 7.44% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to February 1, 1978 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 7.44% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than the effective dividend cost to the Corporation of the 7.44% Preferred Stock, Cumulative, S100 Par Value. A series of 200,000 shares of the Preferred Stock shall: (a) be designated "17% Preferred Stock, Cumulative, $100 Par Value" (b) have a dividend rate of $17.00 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be November 1, 1981, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption at the price of $117.00 per share if redeemed on or before September 1, 1986, of $112.75 per share if redeemed after September 1, 1986 and on or before September 1, 1991, of $108.50 per share if redeemed after September 1, 1991 and on or before September 1, 1996, and of $104.25 per share if redeemed after September 1, 1996, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 17% Preferred Stock Cumulative, $100 Par Value, shall be redeemed prior to September 1, 1986 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 17% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock; has an effective dividend cost to the Corporation (so computed) of less than the effective dividend cost to the Corporation of the 17% Preferred Stock, Cumulative, $100 Par Value; and (d) be subject to redemption as and for a sinking fund as follows: On September 1, 1986 and on each September 1 thereafter (each such date being hereinafter referred to as a "17% Sinking Fund Redemption Date"), for so long as any shares of the 17% Preferred Stock, Cumulative, $100 Par Value, shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 10,000 shares of the 17% Preferred Stock, Cumulative, $100 Par value (or the number of shares then outstanding if less than 10,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 17% Preferred Stock, Cumulative, $100 Par Value, being hereinafter referred to as the "17% Sinking Fund Obligation"); the 17% Sinking Fund Obligation shall be cumulative; if on any 17% Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 17% Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 17% Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 17% Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the 17% Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 17% Preferred Stock, Cumulative, $100 Par Value (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its 17% Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 17% Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the 17% Sinking Fund Obligation, the Corporation shall have the option, which shall be noncumulative, to redeem, upon authorization of the Board of Directors, on each 17% Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 10,000 additional shares of the 17% Preferred Stock, Cumulative, $100 Par Value; the Corporation shall be entitled, at its election, to credit against its 17% Sinking Fund Obligation on any 17% Sinking Fund Redemption Date any shares of the 17% Preferred Stock, Cumulative, Stock Par Value (including shares of the 17% Preferred Stock, Cumulative, $100 Par Value optionally redeemed at the aforesaid sinking fund price) theretofore redeemed (other than shares of the 17% Preferred Stock, Cumulative, $100 Par Value redeemed pursuant to the 17% Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 17% Sinking Fund Obligation. A series of 100,000 shares of the Preferred Stock shall: (a) be designated "14-3/4% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $14.75 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be May 1 1982, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption at the price of $114.75 per share if redeemed after the issuance and sale and on or before March 1, 1983, $113.11 per share if redeemed after March 1, 1983 and on or before March 1, 1984, $111.47 per share if redeemed after March 1, 1984 and on or before March 1, 1985, $109.83 per share if redeemed after March 1, 1985 and on or before March 1, 1986, $108.19 per share if redeemed after March 1, 1986 and on or before March 1, 1987, $106.56 per share if redeemed after March 1, 1987 and on or before March 1, 1988, $104.92 per share if redeemed after March 1, 1988 and on or before March 1, 1989, $103.28 per share if redeemed after March 1, 1989 and on or before March 1, l990, $101.64 per share if redeemed after March 1, 1990 and on or before March 1, 1991, and $100.00 per share if redeemed after March 1, 1991, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 14-3/4% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to March 1, 1987 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 14-3/4% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than the effective dividend cost to the Corporation of the 14-3/4% Preferred Stock, Cumulative, $100 Par Value; and (d) be subject to redemption as and for a sinking fund as follows. On March 1, 1990, 1991 and 1992 (each such date being hereinafter referred to as a "14-3/4% Sinking Fund Redemption Date"), the Corporation shall redeem, out of funds legally available therefor, 33,333, 33,333 and 33,334 shares, respectively, of the 14-3/4% Preferred Stock, Cumulative, $100 Par Value, at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 14-3/4% Preferred Stock, Cumulative, $100 Par Value, being hereinafter referred to as the "14-3/4% Sinking Fund Obligation"); the 14-3/4% Sinking Fund Obligation shall be cumulative; if on any 14-3/4% Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 14-3/4% Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 14-3/4% Sinking Fund Redemption Date (or, in the event the 14-3/4% Sinking Fund Obligation is not satisfied on March 1, 1992, to such date as soon thereafter as funds are legally available to satisfy the 14-3/4% Sinking Fund Obligation) until such shares shall have been redeemed; whenever on any 14-3/4% Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the 14-3/4% Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 14-3/4% Preferred Stock, Cumulative, $100 Par Value (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its 14-3/4% Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 14-3/4% Sinking Fund Obligation to such Total Sinking Fund Obligation. A series of 100,000 shares of the Preferred Stock shall: (a) be designated "12.00% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $12.00 per share per annum payable quarterly on February 1, May 1, August 1 and November l of each year, the first dividend date to be May 1, 1983, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption at the price of $112.00 per share if redeemed on or before March 1, 1988, of $109.00 per share if redeemed after March 1, 1988 and on or before March 1, 1993, of $106.00 per share if redeemed after March 1, 1993 and on or before March 1, 1998, and of $103.00 per share if redeemed after March 1, 1998, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 12.00% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to March 1, 1988 if such redemption is for the purpose or in anticipa tion of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 12.00% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 12.7497% to per annum; and (d) be subject to redemption as and for a sinking fund as follows: on March 1, 1888 and on each March 1 thereafter (each such date being hereinafter referred to as a "12.00% Sinking Fund Redemption Date"), for so long as any shares of the 12.00% Preferred Stock, Cumulative, $100 Par Value, shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 5,000 shares of the 12.00% Preferred Stock, Cumulative, $100 Par Value (or the number of shares then outstanding if less than 5,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 12.00% Preferred Stock, Cumulative, $100 Par Value, being hereinafter referred to as the "12.00% Sinking Fund Obligation"); the 12.00% Sinking Fund Obligation shall be cumulative; if on any 12.00% Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 12.00% Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 12.00% Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 12.00% Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the 12.00% Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 12.00% Preferred Stock Cumulative, $100 Par Value (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its 12.00% Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 12.00% Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the 12.00% Sinking Fund Obligation, the Corporation shall have the option, which shall be noncumulative, to redeem, upon authorization of the Board of Directors, on each 12.00% Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 5,000 additional shares of the 12.00% Preferred Stock Cumulative, $100 Par Value; the Corporation shall be entitled, at its election, to credit against its 12.00% Sinking Fund Obligation on any 12.00% Sinking Fund Redemption Date any shares of the 12.00% Preferred Stock, Cumulative, $100 Par Value (including shares of the 12.00% Preferred Stock Cumulative, $100 Par Value optionally redeemed at the aforesaid sinking fund price) theretofore redeemed (other than shares of the 12.00% Preferred Stock, Cumulative, $100 Par Value redeemed pursuant to the 12.00% Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 12.00% Sinking Fund Obligation. Subject to the foregoing, the distinguishing characteristics of the Preferred Stock shall be: (A) Each series of the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall be entitled but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends in preference to the Common Stock, to dividends at the rate stated and expressed with respect to such series herein or by the resolution or resolutions providing for the issue of such series adopted by the Board of Directors; such dividends to be cumulative from such date and payable on such dates in each year as may be stated and expressed in said resolution, to stockholders of record as of a date not to exceed 40 days and not less than 10 days preceding the dividend payment dates so fixed. (B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such preferred stock in default shall have been paid, the holders of the Preferred Stock pari passu with the holders of other preferred stock then outstanding, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and, except as provided in the following paragraph, the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation, then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock shall continue in office until their successors are elected by holders of the Common Stock and shall qualify. If and when all dividends then in default on the Preferred Stock; then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors. In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, 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 or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, 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 or terms of the director or directors whose place or places shall be vacant. Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice-President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five nor more than sixty days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of preferred stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on preferred stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen nor more than fifty days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of stockholders shall be so adjourned, it shall be the duty of the President, a Vice- President or the Secretary of the Corporation, within ten days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen days nor more than fifty days from the giving of such second notice. Such second notice. shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of stockholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty days of the date of the next Annual Meeting of the Corporation, or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class. shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of stockholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued the exception, that if, at any adjourned annual meeting, or special meeting in lieu thereof, the holders of 35% of the outstanding Preferred Stock are not present in person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting. (C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding: (1) create, authorize or issue any new stock which, after issuance would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (G) below; provided, however, that any such new stock or security shall be issued within twelve months after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security; or (2) amend, alter, or repeal any of the rights, preferences or powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or powers; provided, however, that if such amendment, alteration or repeal affects adversely the rights, preferences or powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds of the total number of outstanding shares of all series so affected shall be required; and provided, further, that an amendment to increase or decrease the authorized amount of Preferred Stock or to create or authorize, or increase or decrease the amount of, any class of stock; ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets shall not be deemed to affect adversely the rights, preferences or powers of the holders of the Preferred Stock or any series thereof. (D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding: (1) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935; or (2) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation resulting in equal or longer maturities, or (ii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtedness then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures, or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 10% of the aggregate of (a) and (b) of this section below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures, or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of any such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for purposes of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within three (3) years; furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 10% of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purpose set forth in (i) or (ii) above) until such ratio is reduced to 10% of the sum of (a) and (b) above; or (3) issue, sell or otherwise dispose of any shares of the Preferred Stock in addition to the 104,476 shares of the Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, unless the gross income of the Corporation and Mississippi Power & Light Company, a Florida corporation, for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period charged by the Corporation and Mississippi Power & Light Company, a Florida corporation, on their books to depreciation expense or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest bearing indebtedness of the Corporation and (ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares of the Preferred Stock or other class of stocks ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or (4) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 104,476 shares of the Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution, or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (4), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock equity (as in paragraph (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding. (E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Section Fourth, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to matters upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of such Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such Preferred Stock standing in his name on the books of the Corporation. (F) In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency, or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution. (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of said Preferred Stock or may from time to time redeem any part thereof, by paying in cash the redemption price then applicable thereto as stated and expressed with respect to such series in the resolution providing for the issue of such shares adopted by the Board of Directors of the Corporation, or in these Restated Articles of Incorporation or any amendment thereof, plus, in each case, an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date of redemption to each holder of record of Preferred Stock to be redeemed, at his post office address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) days' notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and, in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or the publication of such notice as aforesaid or at any time thereafter prior to the date of redemption, the Corporation may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of Jackson, Mississippi, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to said shares, but shall be entitled only to receive such moneys from said bank or trust company, with interest, if any, allowed by such bank or trust company on such moneys deposited as in this paragraph provided, on endorsement and surrender of their certificates, as aforesaid. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of six years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be deemed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, plus interest thereon, if any, allowed by such bank or trust company, as above stated, for the redemption of such shares and so paid to the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued. If less than all of the shares of the Preferred Stock are to be redeemed, the shares thereof to be redeemed shall be selected by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not redeem, purchase or otherwise acquire less than all of the shares of the Preferred Stock, if, at the time of such redemption, purchase or other acquisition, dividends payable on the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such redemption, purchase or other acquisition, all such defaults shall be cured or unless such redemption, purchase or other acquisition shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935; and provided further that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not make any payment or set aside any funds for payment into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, if, at the time of such payment, or the setting apart of funds for such payment, dividends payable on the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such payment or the setting apart of funds for such payment, all such defaults shall be cured or unless such payment, or the setting apart of funds for such payment, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall retired and cancelled. (H) For the purposes of this paragraph (H) and subparagraph (4) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding preferred stock of the Corporation over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1954, to the end of the month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under re quirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements), over the amount charged by the Corporation and Mississippi Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year; provided, however, that no deductions shall be required to be made in respect of items referred to in subdivisions (1) and (2) of this paragraph (H) in cases in which such items are being amortized or are provided for, or are being provided for, by reserves. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum of the Common Stock Equity plus item three (3) in this paragraph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of issue thereof; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock if any, subordinate to its Preferred Stock. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows: (a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 50% of the net income of the Corporation available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (a) could have been, and have not been, declared; and (b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 75% of the net income of the Corporation and Mississippi Power & Light Company, a Florida corporation, available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (a) and in this subparagraph (b) could have been and have not been declared; and (c) If any time when the Common Stock Equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above. At anytime when the aggregate of all amounts credited subsequent to January 1, 1954, to the depreciation reserve account of the Corporation and Mississippi Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Mississippi Power & Light Company, a Florida corporation, shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for common stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Mississippi Power & Light Company, a Florida corporation, or the cumulative amount computer under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co- existing mortgage indenture requirements) for the period from January 1, 1954, to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Mississippi Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1954, up to but excluding said twelve-month period; provided that in the event any company other than Mississippi Power & Light Company, a Florida corporation, is merged into the Corporation the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation" shall be exclusive of amounts provided for such property prior to the merger. (I) The Board of Directors are hereby expressly authorized by resolution or resolutions to state and express the series and distinctive serial designation of any authorized and unissued shares of Preferred Stock proposed to be issued, the number of shares to constitute each such series, the annual rate or rates of dividends payable on shares of each series together with the dates on which such dividends shall be paid in each year, the date from which such dividends shall commence to accumulate, the amount or amounts payable upon redemption and the sinking fund provisions, if any, for the redemption or purchase of shares. (J) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the date(s) after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under sinking fund provisions, if any, for the redemption or purchase of shares of any series of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for payments then or theretofore due under sinking fund provisions, if any, for the redemption or purchase of shares of any series of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution. (K) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors or Executive Committee. (L) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock of any class, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities. (M) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding preferred stock of any class with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any preferred stock of any class into or for Common Stock or authorize the conversion or exchange of any preferred stock; of any class into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased. (N) A consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Restated Articles of Incorporation. (O) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account. (P) Subject to the limitations hereinabove set forth upon the vote of a majority of all the Directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote, irrespective of class (or if the vote of a larger number or different proportion of shares is required by the laws of the State of Mississippi not withstanding the above agreement of the stockholders of the Corporation to the contrary, then upon the vote of the larger number or different proportion of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifi cations as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes (Q) Subject to the limitations hereinabove set forth, either the Preferred Stock or the Common Stock or both of said classes of stock, may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class. (R) If any provisions in this Section Fourth shall be in conflict or inconsistent with any other provisions of these Restated Articles of Incorporation of the Corporation the provisions of this Section Fourth shall prevail and govern. FIFTH: The Corporation will not commence business until at least $1,000 has been received by it as consideration for the issuance of shares. SIXTH: Existing provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the Corporation are: No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Corporation, or any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of bonds, certificates of indebtedness, debentures, or other securities convertible into stock of the Corporation, but any such unissued stock or any such additional authorized issue of new stock, or of securities convertible into stock, may be issued and disposed of by the Board of Directors without offering to the stockholders then of record, or to any class of stockholders, any thereof on any terms. SEVENTH: Existing provisions of the Restated Articles of Incorporation for the regulation of the internal affairs of the Corporation are: (a) General authority is hereby conferred upon the Board of Directors to fix the consideration for which shares of stock of the Corporation without nominal or par value may be issued and disposed of, and the shares of stock of the Corporation without nominal or par value, whether authorized by these Restated Articles of Incorporation or by subsequent increase of the authorized number of shares of stock or by amendment of these Restated Articles of Incorporation by consolidation or merger or otherwise, and/or any securities convertible into stock of the Corporation without nominal or par value may be issued and disposed of for such consideration and on such terms and in such manner as may be fixed from time to time by the Board of Directors. (b) The issue of the whole, or any part determined by the Board of Directors, of the shares of stock of the Corporation as partly paid, and subject to calls thereon until the whole thereof shall have been paid, is hereby authorized. (c) The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors or the Executive Committee and all other committees and to determine the amount of such compensation and fees. (d) The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation, its officers, employees or agents by reason thereof; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do. If the Corporation shall neglect or refuse to issue such a new certificate and it shall appear that the owner thereof has applied to the Corporation for a new certificate in place thereof and has made due proof of the loss or destruction thereof and has given such notice of his application for such new certificate on such newspaper of general circulation, published in the State of Mississippi as reasonably should be approved by the Board of Directors, and in such other newspaper as may be required by the Board of Directors, and has tendered to the Corporation adequate security to indemnify the Corporation, its officers employees, or agents, and any person other than such applicant who shall thereafter appear to be the lawful owner of such alleged lost or destroyed certificate against damage, loss or expense because of the issuance of such new certificate, and the effect thereof as herein provided, then, unless there is adequate cause why such new certificate shall not be issued, the Corporation, upon the receipt of said indemnity, shall issue a new certificate of stock in place of such lost or destroyed certificate. In the event that the Corporation shall nevertheless refuse to issue a new certificate as aforesaid, the applicant may then petition any court of competent jurisdiction for relief against the failure of the Corporation to perform its obligations hereunder. In the event that the Corporation shall issue such new certificate, any person who shall thereafter claim any rights under the certificate in place of which such new certificate is issued, whether such new certificate is issued pursuant to the judgment or decree of such court or voluntarily by the Corporation after the publication of notice and the receipt of proof and indemnity as aforesaid, shall have recourse to such indemnity and the Corporation shall be discharged from all liability to such person by reason of such certificate and the shares represented thereby. (e) No stockholder shall have any right to inspect any account, book or document of the Corporation, except as conferred by statute or authorized by the directors. (f) A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder, officer or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of a majority of a quorum of the Board of Directors or the Executive Committee, without counting in such majority or quorum any directors so interested or members of a firm so interested or a shareholder, officer or director of a corporation so interested, or (2) by the written consent, or by vote at a stockholders' meeting of the holders of record of a majority in number of all the outstanding shares of stock of the Corporation entitled to vote; nor shall any director be liable to account to the Corporation for any profits realized by or from or through any such transaction or contract of the Corporation, authorized, ratified or approved as aforesaid by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder, officer or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification or approval of such contract in any other manner provided by law. (g) Any director may be removed, whether cause shall be assigned for his removal or not, and his place filled at any meeting of the stockholders by the vote of a majority of the outstanding stock of the Corporation entitled to vote. Vacancies in the Board of Directors, except vacancies arising from the removal of directors, shall be filed by the directors remaining in office. (h) Any property of the Corporation not essential to the conduct of its corporate business and purposes may be sold, leased, exchanged or otherwise disposed of by authority of its Board of Directors and the Corporation may sell, lease or exchange all of its property and franchises or any of its property, franchises, corporate rights or privileges essential to the conduct of its corporate business and purposes upon the consent of and for such considerations and upon such terms as may be authorized by a majority of the Board of Directors and the holders of a majority of the outstanding shares of stock entitled to vote, expressed in writing or by vote at a meeting called for that purpose in the manner provided by the By-Laws of the Corporation for special meetings of stockholders; and at no time shall any of the plants, properties, easements, franchises (other than corporate franchises) or securities then owned by the Corporation be deemed to be property, franchises, corporate rights or privileges essential to the conduct of the corporate business and purposes of the Corporation. Upon the vote or consent of the stockholders required to dissolve the Corporation, the Corporation shall have power, as the attorney and agent of the holders of all of its outstanding stock, to sell, assign and transfer all such stock to a new corporation organized under the laws of the United States, the State of Mississippi or any other state, and to receive as the consideration therefor shares of stock of such new corporation of the several classes into which the stock of the Corporation is then divided, equal in number to the number of shares of stock of the Corporation of said several classes then outstanding, such shares of said new corporation to have the same preferences, voting powers, restrictions and qualifications thereof as may then attach to the classes of stock of the Corporation then outstanding so far as the same shall be consistent with such laws of the United States or of the State of Mississippi or of such other state, except that the whole or any part of such stock or any class thereof may be stock with or without nominal or par value. In order to make effective such a sale, assignment and transfer, the Corporation shall have the right to transfer all its outstanding stock on its books and to issue and deliver new certificates therefor in such names and amounts as such new corporation may direct without receiving for cancellation the certificates for such stock previously issued and then outstanding. Upon completion of such sale, assignment and transfer, the holders of the stock of the Corporation shall have no rights or interests in or against the Corporation except the right, upon surrender of certificates for stock of the Corporation properly endorsed, if required, to receive from the Corporation certificates for shares of stock of such new corporation of the class corresponding to the class of the shares surrendered, equal in number to the number of shares of the stock of the Corporation so surrendered. (i) Upon the written assent or pursuant to the affirmative vote in person or by proxy of the holders of a majority in number of the shares then outstanding and entitled to vote, irrespective of class, (1) any or every statute of the State of Mississippi hereafter enacted, whereby the rights, powers or privileges of the Corporation are or may be increased, diminished or in any way affected or whereby the rights, powers or privileges of the stockholders of corporations organized under the law under which the Corporation is organized, are increased, diminished or in any way affected or whereby effect is given to the action taken by any part, less than all, of the stockholders of any such corporation, shall, notwithstanding any provisions which may at the time be contained in these Restated Articles of Incorporation or any law, apply to the Corporation, and shall be binding not only upon the Corporation, but upon every stockholder thereof, to the same extent as if such statute had been in force at the date of the making and filing of these Restated Articles of Incorporation and/or (2) amendments of these Restated Articles of Incorporation authorized at the time of the making of such amendments by the laws of the State of Mississippi may be made. EIGHTH: The Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended and restated, and supersede the original Articles of Incorporation, and all amendments thereto, and prior Restated Articles of Incorporation and all amendments thereto. DATED: December 21, 1983. MISSISSIPPI POWER & LIGHT COMPANY By: D. C. LUTKEN Its President [CORPORATE SEAL] By: F. S. YORK, JR. Its Secretary STATE OF MISSISSIPPI COUNTY OF HINDS I, Bethel Ferguson, a Notary Public, do hereby certify that on this 21st day of December, 1983, personally appeared before me D. C. Lutken. who, being by me first duly sworn, declared that he is the President of Mississippi Power & Light Company, that he signed the foregoing document as President of the Corporation, and that the statements therein contained are true. BETHEL FERGUSON Notary Public My commission expires July 23, 1987. [NOTARY'S SEAL] RESTATED ARTICLES OF INCORPORATION of MISSISSIPPI POWER & LIGHT COMPANY Filing and Recording Data Restated Articles of Incorporation filed with Secretary of State- - -December 21, 1983 Certificate of Restated Articles of Incorporation issued by Secretary of State--December 21, 1983 Certificate of Restated Articles of Incorporation and Restated Articles of Incorporation filed for record in the office of the Chancery Clerk of the First Judicial District of Hinds County, Mississippi, Book 189, Page 624--December 22, 1983. MISSISSIPPI POWER & LIGHT COMPANY Statement of Resolution Establishing Series of Shares October 25, 1984 Pursuant to the provisions of Section 79-3-29 of the Mississippi Business Corporation Law, the undersigned Corporation submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the corporation is Mississippi Power & Light Company. 2. The attached resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof was duly adopted by the Board of Directors of the Corporation on October 24, 1984. Dated this the 25th day of October, 1984. MISSISSIPPI POWER & LIGHT COMPANY By/s/ William Cavanaugh, III William Cavanaugh, III President By /s/ Frank S. York, Jr. Frank S. York, Jr. Senior Vice President, Chief Financial Officer and Secretary STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this October 25, 1984, personally appeared before me William Cavanaugh, III, who, being by me first duly sworn, declared that he is President of Mississippi Power & Light Company, that he executed the foregoing document as President of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: March 30, 1986 STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this October 25, 1984, personally appeared before me Frank S. York, Jr., who, being by me first duly sworn, declared that he is Senior Vice President, Chief Financial Officer and Secretary of Mississippi Power & Light Company, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: March 30, 1986 RESOLVED That there is hereby established a series of the Preferred Stock of Mississippi Power & Light Company as follows: A series of 150,000 shares of the Preferred Stock shall: (a) be designated "16.16% Preferred Stock, Cumulative, $100 Par Value;" (b) have a dividend rate of $16.16 per share per annum payable quarterly on February 1, May 1, August 1, and November 1 of each year, the first dividend date to be February 1, 1986, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption at the price of $116.16 per share if redeemed on or before November 1, 1989, of $112.12 per share if redeemed after November 1, 1989, and on or before November 1, 1994, of $108.08 per share if redeemed after November 1, 1994, and on or before November 1, 1999, and of $104.04 per share if redeemed after November 1, 1999, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 16.16% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to November 1, 1989, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 16.16% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 16.2772% per annum; and (d) be subject to redemption as and for a sinking fund as follows: on November 1, 1989 and on each November 1 thereafter (each such date being hereinafter referred to as a "16.16% Sinking Fund Redemption Date"), for so long as any shares of the 16.16% Preferred Stock, Cumulative, $100 Par Value, shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 7,500 shares of the 16.16% Preferred Stock, Cumulative, $100 Par Value, (or the number of shares than outstanding if less than 7,500) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 16.16% Preferred Stock, Cumulative, $100 Par Value, being hereinafter referred to as the "16.16% Sinking Fund Obligation"); the 16.16% Sinking Fund Obligation shall be cumulative; if on any 16.16% Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 16.16% Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 16.16% Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 16.16% Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the 16.16% Sinking Fund Obligation and all other sinking fund and similar obligations than existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 16.16% Preferred Stock, Cumulative, $100 Par Value (such obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligations"), are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction on its 16.16% Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 16.16% Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the 16.16% Sinking Fund Obligation, the Corporation shall have the option, which shall be noncumulative, to redeem, upon authorization of the Board of Directors, on each 16.16% Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 7,500 additional shares of the 16.16% Preferred Stock, Cumulative $100 Par Value; the Corporation shall be entitled, at its election, to credit against its 16.16% Sinking Fund Obligation on any 16.16% Sinking Fund Redemption Date any shares of the Preferred Stock, Cumulative, $100 Par Value (including shares of the 16.16% Preferred Stock, Cumulative, $100 Par Value, optionally redeemed at the aforesaid sinking fund price) theretofore redeemed (other than shares of the 16.16% Preferred Stock, Cumulative, $100 Par Value, redeemed pursuant to the 16.16% Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 16.16% Sinking Fund Obligation. MISSISSIPPI POWER & LIGHT COMPANY Statement of Resolution Establishing Series of Shares July 24, 1986 Pursuant to the provisions of Section 79-3-29 of the Mississippi Code of 1972, the undersigned Corporation submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the corporation is Mississippi Power & Light Company. 2. The attached resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof was duly adopted by the Board of Directors of the Corporation on July 24, 1986. Dated this the 24th day of July, 1986. MISSISSIPPI POWER & LIGHT COMPANY By/s/ William Cavanaugh, III William Cavanaugh, III President By /s/ Frank S. York, Jr. Frank S. York, Jr. Senior Vice President, Chief Financial Officer and Secretary STATE OF MISSISSIPPI COUNTY OF MINDS I, Joseph L. Blount, a Notary Public, do hereby certify that on this July 24, 1986, personally appeared before me William Cavanaugh, III, who, being by me first duly sworn, declared that he is President of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as President of the Corporation, and that the statements therein contained are true. /s/ Joseph L. Blount Joseph L. Blount, Notary Public My Commission Expires: January 20, 1990 STATE OF MISSISSIPPI COUNTY OF MINDS I, Joseph L. Blount, a Notary Public, do hereby certify that on this July 24, 1986, personally appeared before me Frank S. York, Jr., who, being by me first duly sworn, declared that he is Senior Vice President, Chief Financial Officer and Secretary of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joseph L. Blount Joseph L. Blount, Notary Public My Commission Expires: January 20, 1990 RESOLVED That there is hereby established a series of the Preferred Stock of Mississippi Power & Light Company as follows: A series of 350,000 shares of the Preferred Stock shall: (a) be designated "9% Preferred Stock, Cumulative, $100 Par Value;" (b) have a dividend rate of $9.00 per share per annum payable quarterly on February 1, May 1, August 1, and November 1 of each year, the first dividend date to be November 1, 1986, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption at the price of $109.00 per share if redeemed on or before July 1, 1991, of $106.75 per share if redeemed after July 1, 1991, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 9% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to July 1, 1991, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 9% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.9901% per annum; and (d) be subject to redemption as and for a sinking fund as follows: on July 1, 1991, and on each July 1 thereafter (each such date being hereinafter referred to as a "9% Sinking Fund Redemption Date"), for so long as any shares of the 9% Preferred Stock, Cumulative, $100 Par Value, shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 70,000 shares of the 9% Preferred Stock, Cumulative, $100 Par Value, (or the number of shares than outstanding if less than 70,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 9% Preferred Stock, Cumulative, $100 Par Value, being hereinafter referred to as the "9% Sinking Fund Obligation"); the 9% Sinking Fund Obligation shall be cumulative; if on any 9.% Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 9% Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 9% Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 9% Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the 9% Sinking Fund Obligation and all other sinking fund and similar obligations than existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 9% Preferred Stock, Cumulative, $100 Par Value (such obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligations"), are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction on its 9% Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 9% Sinking Fund Obligation to such Total Sinking Fund Obligation; the Corporation shall be entitled, at its election, to credit against its 9% Sinking Fund Obligation on any 9% Sinking Fund Redemption Date any shares of the Preferred Stock, Cumulative, $100 Par Value, theretofore redeemed (other than shares of the 9% Preferred Stock, Cumulative, $100 Par Value, redeemed pursuant to the 9% Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 9% Sinking Fund Obligation. MISSISSIPPI POWER & LIGHT COMPANY Statement of Cancellation of Shares September 1, 1986 Pursuant to the provisions of Section 79-3-133 of the Mississippi Code of 1972, the undersigned Corporation submits the following statement of cancellation of redeemable shares by redemption: 1. The name of the corporation is Mississippi Power & Light Company. 2. The number of redeemable shares cancelled through redemption is 20,000 shares of 17% preferred stock, cumulative, $100 par value. 3. The aggregate number of issued shares, itemized by class and series, after giving effect to such cancellation is as follows: (a) 6,275,000 shares of common stock, without par value; (b) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (c) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (d) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (e) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (f) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (g) 180,000 shares of 17% preferred stock, cumulative, $100 par value; (h) 100,000 shares of 14.75% preferred stock, cumulative, $100 par value; (i) 100,000 shares of 12% preferred stock, cumulative, $100 par value; (j) 150,000 shares of 16.16% preferred stock, cumulative, $100 par value; (k) 350,000 shares of 9% preferred stock, cumulative, $100 par value; 4. The amount, expressed in dollars, of the stated capital of the Corporation, after giving effect to such cancellation is $270,205,800.00. 5. The Restated Articles of Incorporation of the Corporation provide that the cancelled shares shall not be reissued, and the number of shares which the Corporation has authority to issue, itemized by class, after giving effect to such cancellation, is as follows: (a) 15,000,000 shares of common stock, without par value, 6,275,000 of such shares being issued and outstanding at the date hereof; and (b) 1,984,476 shares of preferred stock, 1,258,808 shares of which are issued and outstanding as outlined above. Dated this the 10th day of December, 1986. MISSISSIPPI POWER & LIGHT COMPANY By /s/ Frank S. York, Jr. Frank S. York, Jr. Senior Vice President, Chief Financial Officer and Secretary By /s/ A. H. Mapp A. H. Mapp Assistant Secretary and Assistant Treasurer STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this 10th day of December, 1986, personally appeared before me Frank S. York, Jr., who, being by me first duly sworn, declared that he is Senior Vice President, Chief Financial Officer and Secretary of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this 10th day of December, 1986, personally appeared before me A. H. Mapp, who, being by me first duly sworn, declared that he is Assistant Secretary and Assistant Treasurer of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ MISSISSIPPI POWER & LIGHT COMPANY Statement of Cancellation of Shares November 1, 1986 Pursuant to the provisions of Section 79-3-133 of the Mississippi Code of 1972, the undersigned Corporation submits the following statement of cancellation of redeemable shares by redemption: 1. The name of the corporation is Mississippi Power & Light Company. 2. The number of redeemable shares cancelled through redemption is 180,000 shares of 17% preferred stock, cumulative, $100 par value. 3. The aggregate number of issued shares, itemized by class and series, after giving effect to such cancellation is as follows: (a) 6,275,000 shares of common stock, without par value; (b) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (c) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (d) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (e) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (f) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (g) 100,000 shares of 14.75% preferred stock, cumulative, $100 par value; (h) 100,000 shares of 12% preferred stock, cumulative, $100 par value; (i) 150,000 shares of 16.16% preferred stock, cumulative, $100 par value; (j) 350,000 shares of 9% preferred stock, cumulative, $100 par value; 4. The amount, expressed in dollars, of the stated capital of the Corporation, after giving effect to such cancellation is $252,205,800.00. 5. The Restated Articles of Incorporation of the Corporation provide that the cancelled shares shall not be reissued, and the number of shares which the Corporation has authority to issue, itemized by class, after giving effect to such cancellation, is as follows: (a) 15,000,000 shares of common stock, without par value, 6,275,000 of such shares being issued and outstanding at the date hereof; and (b) 1,804,476 shares of preferred stock, 1,078,808 shares of which are issued and outstanding as outlined above. Dated this the 10th day of December, 1986. MISSISSIPPI POWER & LIGHT COMPANY By /s/ Frank S. York, Jr. Frank S. York, Jr. Senior Vice President, Chief Financial Officer and Secretary By /s/ A. H. Mapp A. H. Mapp Assistant Secretary and Assistant Treasurer STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this 10th day of December, 1986, personally appeared before me Frank S. York, Jr., who, being by me first duly sworn, declared that he is Senior Vice President, Chief Financial Officer and Secretary of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this 10th day of December, 1986, personally appeared before me A. H. Mapp, who, being by me first duly sworn, declared that he is Assistant Secretary and Assistant Treasurer of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ MISSISSIPPI POWER & LIGHT COMPANY Statement of Cancellation of Shares November 1, 1986 Pursuant to the provisions of Section 79-3-133 of the Mississippi Code of 1972, the undersigned Corporation submits the following statement of cancellation of redeemable shares by redemption: 1. The name of the corporation is Mississippi Power & Light Company. 2. The number of redeemable shares cancelled through redemption is 100,000 shares of 14.75% preferred stock, cumulative, $100 par value. 3. The aggregate number of issued shares, itemized by class and series, after giving effect to such cancellation is as follows: (a) 6,275,000 shares of common stock, without par value; (b) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (c) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (d) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (e) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (f) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (g) 100,000 shares of 12% preferred stock, cumulative, $100 par value; (h) 150,000 shares of 16.16% preferred stock, cumulative, $100 par value; (i) 350,000 shares of 9% preferred stock, cumulative, $100 par value; 4. The amount, expressed in dollars, of the stated capital of the Corporation, after giving effect to such cancellation is $242,205,800.00. 5. The Restated Articles of Incorporation of the Corporation provide that the cancelled shares shall not be reissued, and the number of shares which the Corporation has authority to issue, itemized by class, after giving effect to such cancellation, is as follows: (a) 15,000,000 shares of common stock, without par value, 6,275,000 of such shares being issued and outstanding at the date hereof; and (b) 1,704,476 shares of preferred stock, 978,808 shares of which are issued and outstanding as outlined above. Dated this the 10th day of December, 1986. MISSISSIPPI POWER & LIGHT COMPANY By /s/ Frank S. York, Jr. Frank S. York, Jr. Senior Vice President, Chief Financial Officer and Secretary By /s/ A. H. Mapp A. H. Mapp Assistant Secretary and Assistant Treasurer STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this 10th day of December, 1986, personally appeared before me Frank S. York, Jr., who, being by me first duly sworn, declared that he is Senior Vice President, Chief Financial Officer and Secretary of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this 10th day of December, 1986, personally appeared before me A. H. Mapp, who, being by me first duly sworn, declared that he is Assistant Secretary and Assistant Treasurer of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ MISSISSIPPI POWER & LIGHT COMPANY Statement of Resolution Establishing Series of Shares January 13, 1987 Pursuant to the provisions of Section 79-3-29 of the Mississippi Code of 1972, the undersigned Corporation submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the corporation is Mississippi Power & Light Company. 2. The attached resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof was duly adopted by the Board of Directors of the Corporation on January 13, 1987. Dated this the 13th day of January, 1987. MISSISSIPPI POWER & LIGHT COMPANY By /s/ D. C. Lutken D. C. Lutken President, Chairman of the Board and Chief Executive Officer By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this January 13, 1987, personally appeared before me D. C. Lutken, who, being by me first duly sworn, declared that he is President, Chairman of the Board and Chief Executive Officer of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as President, Chairman of the Board and Chief Executive Officer of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ STATE OF MISSISSIPPI COUNTY OF MINDS I, Joy L. Spears, a Notary Public, do hereby certify that on this January 13, 1987, personally appeared before me G. A. Goff, who, being by me first duly sworn, declared that he is Senior Vice President, Chief Financial Officer and Secretary of Mississippi Power & Light Company, a Mississippi corporation, that he executed the foregoing document as Senior Vice President, Chief Financial Officer and Secretary of the Corporation, and that the statements therein contained are true. /s/ Joy L. Spears Joy L. Spears, Notary Public My Commission Expires: ________________________ RESOLVED That there is hereby established a series of the Preferred Stock of Mississippi Power & Light Company as follows: A series of 350,000 shares of the Preferred Stock shall: (a) be designated "9.76% Preferred Stock, Cumulative, $100 Par Value;" (b) have a dividend rate of $9.76 per share per annum payable quarterly on February 1, May 1, August 1, and November 1 of each year, the first dividend date to be May 1, 1987, and such dividends to be cumulative from the date of issuance; (c) be subject to redemption at the price of $109.76 per share if redeemed on or before January 1, 1988, of $108.68 per share if redeemed after January 1, 1988, and on or before January 1, 1989, of $107.60 per share if redeemed after January 1, 1989,, and on or before January 1, 1990, of $106.51 per share if redeemed after January 1, 1990, and on or before January 1, 1991, of $105.43 per share if redeemed after January 1, 1991, and on or before January 1, 1992, of $104.34 per share if redeemed after January 1, 1992, and on or before January 1, 1993, of $103.26 per share if redeemed after January 1, 1993, and on or before January 1, 1994, of $102.17 per share if redeemed after January 1, 1994, and on or before January 1, 1995, of $101.09 per share if redeemed after January 1, 1995, and on or before January 1, 1996, and of $100.00 per share if redeemed after January 1, 1996, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 9.76% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to January 1, 1992, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 9.76% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 9.9165% per annum; and (d) be subject to redemption as and for a sinking fund as follows: on January 1, 1993, and on each January 1 thereafter (each such date being hereinafter referred to as a "9.76% Sinking Fund Redemption Date"), for so long as any shares of the 9.76% Preferred Stock, Cumulative, $100 Par Value, shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor, 70,000 shares of the 9.76% Preferred Stock, Cumulative, $100 Par Value, (or the number of shares than outstanding if less than 70,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 9.76% Preferred Stock, Cumulative, $100 Par Value, being hereinafter referred to as the "9.76% Sinking Fund Obligation"); the 9.76% Sinking Fund Obligation shall be cumulative; if on any 9.76% Sinking Fund Redemption Date, the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 9.76% Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 9.76% Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 9.76% Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the 9.76% Sinking Fund Obligation and all other sinking fund and similar obligations than existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 9.76% Preferred Stock, Cumulative, $100 Par Value (such obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligations"), are insufficient to permit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction on its 9.76% Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 9.76% Sinking Fund Obligation to such Total Sinking Fund Obligation; the Corporation shall be entitled, at its election, to credit against its 9.76% Sinking Fund Obligation on any 9.76% Sinking Fund Redemption Date any shares of the Preferred Stock, Cumulative, $100 Par Value, theretofore redeemed (other than shares of the 9.76% Preferred Stock, Cumulative, $100 Par Value, redeemed pursuant to the 9.76% Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 9.76% Sinking Fund Obligation. FURTHER RESOLVED That the officers of the Company are hereby authorized and directed to execute, file, publish and record all such statements and other documents, and to do and perform all such other and further acts and things, as in the judgment of the officer or officers taking such action may be necessary or desirable for the purpose of causing the immediately preceding resolution to become fully effective and of causing said resolution to become and constitute an amendment of the Restated Articles of Incorporation of the Company, all in the manner and to the extent required by the Mississippi Business Corporation Law. MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (Supp. 1987) March 8, 1988 The undersigned corporation, pursuant to Section 79-4-6.31 of the Mississippi Code of 1972, as amended, submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 5,000 shares of 12% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 6,275,000 of such shares being issued and outstanding at the date hereof; and (b)1,699,476 shares of preferred stock, 1,323,808 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 95,000 shares of 12% preferred stock, cumulative, $100 par value; (vii) 150,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 8th day of March, 1988. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary By /s/ J. R. Martin J. R. Martin Treasurer and Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (Supp. 1988) January 19, 1989 The undersigned corporation, pursuant to Section 79-4-6.31 of the Mississippi Code of 1972, as amended, submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 1,500 shares of 12% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,699,476 shares of preferred stock, 1,323,808 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 93,500 shares of 12% preferred stock, cumulative, $100 par value; (vii) 150,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 19th day of January, 1989. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary REGISTERED AGENT/OFFICE STATEMENT OF CHANGE (Mark appropriate box) X DOMESTIC X PROFIT FOREIGN NONPROFIT 1. Name of Corporation: Mississippi Power & Light Company Federal Tax ID: 64-0205830 2. Current street address of registered office: 308 East Pearl Street Jackson, Mississippi 39201 3. New street address of registered office: (No change) 4. Name of current registered agent: Donald C. Lutken or Robert C. Grenfell 5. Name of new registered agent: Michael B. Bemis or Robert C. Grenfell 6. (Mark appropriate box) (X) The undersigned hereby accepts designation as registered agent for service of process. /s/ Michael B. Bemis /s/ Robert C. Grenfell ( ) Statement of written consent if attached. 7. ( ) Nonprofit. The street address of the registered office and the street address of the principal office of its registered agent will be identical. (X) Profit. The street address of the registered office and the street address of the business office of its registered agent will be identical. 8. The corporation has been notified of the change of registered office. Mississippi Power & Light Company Corporate Name By: Michael B. Bemis, President and COO /s/ Michael B. Bemis PRINTED NAME/CORPORATE TITLE SIGNATURE MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (Supp. 1988) March 30, 1989 The undersigned corporation, pursuant to Section 79-4-6.31 of the Mississippi Code of 1972, as amended, submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 5,800 shares of 12% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,692,176 shares of preferred stock, 1,316,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 87,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 150,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 30th day of March, 1989. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary ARTICLES OF CORRECTION (Mark appropriate box) X PROFIT NONPROFIT The undersigned corporation, pursuant to Section 79-4-1.24 (if a profit corporation) or Section 79-11-113 (if a nonprofit corporation) of the Mississippi Code of 1972, as amended, hereby executes the following document and sets forth: 1. The name of the corporation is: Mississippi Power & Light Company 2. (Mark appropriate box.) (X) The document to be corrected is Articles of Amendment which became effective on March 31, 1989 (date). ( ) A copy of the document to be corrected is attached. 3. The aforesaid articles contain the following incorrect statement: See Attachment "A" 4. a. The reason such statement is incorrect is: The reduction in the number of shares of the class and series referred to in attachment A was incorrectly states as 8,500, and should have been 5,800, which incorrect statement is a component of certain other statements made in the Articles of Amendment, all as reflected in attachment "A". or b. The manner in which the execution of such document was defective was: 5. The correction is as follows: Attachment "B", a new executed form of Articles of Amendment, is substituted in its entirety for the Articles of Amendment referred to above. 6. The certificate of correction shall become effective on March 31, 1989. By: Mississippi Power & Light Company /s/ G. A. Goff printed name/corporation title G. A. Goff Senior Vice President, Chief Financial Officer and Secretary ATTACHMENT "A" The following incorrect statements were included in the Articles of Amendment under Miss. Code Ann. Section 74-4-6.31 (Supp. 1988) dated March 30, 1989: 1. Paragraph 2 thereof provided as follows: "The reduction in the number of authorized shares, itemized by class and series, is 8,500 shares of 12% Preferred Stock, Cumulative, $100 par value." 2. Paragraph 3(b) provided in part as follows: "1,699,476 shares of preferred stock, 1,323,808 shares of which are issued and outstanding in the following series: (vi) 85,000 shares of 12% preferred stock, cumulative, $100 par value; MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (Supp. 1988) November 2, 1989 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (Supp. 1988), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 90,000 shares of 16.16% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,602,176 shares of preferred stock, 1,226,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $200 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 87,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 60,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 2nd day of November, 1989. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1972) March 28, 1990 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1972), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 10,000 shares of 12.009% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,592,176 shares of preferred stock, 1,216,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $200 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 77,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 60,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 30th day of March, 1990. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1972) November 2, 1990 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1972), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 15,000 shares of 16.16% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,577,176 shares of preferred stock, 1,201,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 77,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 45,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 2nd day of November, 1990. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary [Letterhead of Wise Carter Child & Caraway] March 26, 1991 Ms. Sylvia Jacobs Branch Supervisor-Corporations Business Services Secretary of State of State of Mississippi 202 North Congress Street, Suite 601 Jackson, MS 39205 Re: Mississippi Power & Light Company Articles of Amendment Dear Ms. Jacobs: I received your Notice of Return regarding the Articles of Amendment we recently filed for Mississippi Power & Light Company under Section 79-4-6.31 of the Mississippi Code. Your Notice of Return states that we must use Form C-3 provided in the Guide for Domestic Corporations published by the Mississippi Secretary of State. I draw your attention to the fact that the Articles of Amendment we are filing are being filed under Section 79-4-6.31 (1989) of the Mississippi Code, and not Section 79-4-10.06. I agree that if we were filing Articles of Amendment under Section 79-4-10.06, the proper form to use would be Form C-3 provided by the Mississippi Secretary of State. However, the Articles of Amendment we are filing are being filed only because stock was redeemed by the corporation and is now being cancelled. We have used the form enclosed with this letter numerous times in the past to file Articles of Amendment pursuant to Section 79-4-6.31, after consultation with Ray Bailey. It is my opinion that the form for the standard Articles of Amendment would not be appropriate for the type of amendment we are filing, and there is no place on the form to provide the information required under Section 79-4-6.31. Accordingly, I am returning our duplicate originals of the Articles of Amendment and request that you file one among the records in your office, and return the conformed copy, marked "Filed," to my attention at the above address. If you have any questions, please feel free to call at the above direct dial number. Very truly yours, /s/ J. Michael Cockrell J. Michael Cockrell DMC/st Enclosure MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) March 18, 1991 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is (a) 80 shares of 4.36% preferred stock, cumulative, $100 par value; (b) 588 shares of 4.56% preferred stock, cumulative, $100 par value; and (c) 10,000 shares of 12% preferred stock, cumulative, $100 par value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,566,508 shares of preferred stock, 1,191,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 67,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 45,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)350,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 18th day of March, 1991. MISSISSIPPI POWER & LIGHT COMPANY By /s/ G. A. Goff G. A. Goff Senior Vice President, Chief Financial Officer and Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) July 12, 1991 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,496,508 shares of preferred stock, 1,121,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 67,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 45,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)280,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 12th day of July, 1991. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp A. H. Mapp Assistant Treasurer and Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) November 19, 1991 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 15,000 shares of 16.16% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,481,508 shares of preferred stock, 1,106,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 67,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 30,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)280,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 19th day of November, 1991. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp A. H. Mapp Assistant Treasurer and Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) March 13, 1992 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 10,000 shares of 12% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 7,579,400 of such shares being issued and outstanding at the date hereof; and (b)1,471,508 shares of preferred stock, 1,096,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 57,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 30,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)280,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 13th day of March, 1992. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) July 15, 1992 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)1,401,508 shares of preferred stock, 1,026,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 57,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 30,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)210,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and Dated this the 15th day of July, 1992. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment - Statement of Resolution Establishing Series of Shares October 22, 1992 Pursuant to the provisions of Section 79-4-6.02(d) of the Mississippi Code of 1972 (Supp. 1989), Mississippi Power & Light Company submits the following statement for the purpose of establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: 1. The name of the corporation is Mississippi Power & Light Company. 2. The attached resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof was duly adopted by the Board of Directors of the Corporation on October 22, 1992. Dated this the 22nd day of October, 1992. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp Allan H. Mapp Assistant Secretary and Assistant Treasurer MISSISSIPPI POWER & LIGHT COMPANY Excerpts from the minutes of the Meeting of the Board of Directors held on October 22, 1992 RESOLVED That there is hereby established a series of the Preferred Stock of Mississippi Power & Light Company as follows: A series of 200,000 shares of the Preferred Stock shall: (a) be designated as the "8.36% Preferred Stock, Cumulative, $100 Par Value"; (b) have a dividend rate of $8.36 per share per annum payable quarterly on February 1, May 1, August 1, and November 1 of each year, the first dividend date to be February 1, 1993, and such dividends to be cumulative from the date of issuance; and (c) be subject to redemption at the price of $100 par share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 8.36% Preferred Stock shall be redeemed on or before October 1, 1997). FURTHER RESOLVED That the officers of the Company are hereby authorized and directed to execute, file and publish and record all such statements and other documents, and to do and perform all such other and further acts and things, as in the judgment of the officer and officers taking such action may be necessary or desirable for the purpose of causing the immediately preceding resolution to become fully effective and of causing said resolution to become and constitute an amendment of the Restated Articles of Incorporation of the Company, all in the manner and to the extent required by the Mississippi Business Corporation Law. MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) November 6, 1992 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 15,000 shares of 16.16% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)1,386,508 shares of preferred stock, 1,211,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 57,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 15,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)210,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 350,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (x) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 6th day of November, 1993. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) January 12, 1993 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.76% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)1,316,508 shares of preferred stock, 1,141,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 57,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 15,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)210,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 280,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (x) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 12th day of January, 1993. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) March 10, 1993 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 10,000 shares of 12.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)1,306,508 shares of preferred stock, 1,131,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 47,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 15,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)210,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 280,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (x) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 10th day of March, 1993. MISSISSIPPI POWER & LIGHT COMPANY By /s/ A. H. Mapp Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) July 12, 1993 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)1,236,508 shares of preferred stock, 1,061,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 47,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 15,000 shares of 16.16% preferred stock, cumulative, $100 par value; (viii)140,000 shares of 9% preferred stock, cumulative, $100 par value; (ix) 280,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (x) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 12th day of July, 1993. MISSISSIPPI POWER & LIGHT COMPANY By /s/ James W. Snider Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) November 15, 1993 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 15,000 shares of 16.16% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)1,221,508 shares of preferred stock, 1,046,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 47,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 140,000 shares of 9% preferred stock, cumulative, $100 par value; (viii)280,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 15th day of November, 1993. MISSISSIPPI POWER & LIGHT COMPANY By /s/ James W. Snider Title: Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-10.06 (1989) February 4, 1994 The undersigned corporation, pursuant to Section 79-4-10.06 of the Mississippi Code of 1972, as amended, submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. As evidenced by the attached Stockholder's Written Approval of Amendment authorizing 1,500,000 additional shares of Preferred Stock of the par value of $100 per share, the following amendment of the Restated Articles of Incorporation, as amended (the "Charter"), was proposed by the Board of Directors of Mississippi Power & Light Company on October 29, 1993, was adopted by the stockholders of the Corporation entitled to vote on the amendment on February 4, 1994, in accordance with and in the manner prescribed by the laws of the State of Mississippi and the Charter of Mississippi Power & Light Company: The first paragraph in Article FOURTH of the Charter is amended to read as follows: FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 17,721,508 shares, divided into 2,721,508 shares of Preferred Stock of the par value of $100 per share and 15,000,000 shares of Common Stock without par value. 3. Pursuant to the Laws of the State of Mississippi and the Charter of Mississippi Power & Light Company, the holders of Preferred Stock of the par value of $100 per share were not entitled to vote on the amendment as a separate voting group. The holders of the outstanding shares of common stock were the only stockholders entitled to vote on the amendment. 4. The number of shares of common stock of the corporation outstanding at the time of such adoption was 8,666,357; and the number of shares entitled to vote thereon was 8,666,357. Dated this the 4th day of February, 1994. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ Edwin Lupberger Edwin Lupberger Chairman of the Board and Chief Executive Officer By: /s/ Donald E. Meiners Donald E. Meiners President MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) March 17, 1994 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 10,000 shares of 12.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,641,508 shares of preferred stock, 966,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 37,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 140,000 shares of 9% preferred stock, cumulative, $100 par value; (viii)210,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 17th day of March, 1994. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) August 1, 1994 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,571,508 shares of preferred stock, 896,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 37,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 70,000 shares of 9% preferred stock, cumulative, $100 par value; (viii)210,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 1st day of August, 1994. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) January 18, 1995 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.76% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,501,508 shares of preferred stock, 826,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 37,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 70,000 shares of 9% preferred stock, cumulative, $100 par value; (viii)140,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 18th day of January, 1995. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) March 7, 1995 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 10,000 shares of 12.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,491,508 shares of preferred stock, 816,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 27,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 70,000 shares of 9% preferred stock, cumulative, $100 par value; (viii)140,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 7th day of March, 1995. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) July 20, 1995 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.00% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,421,508 shares of preferred stock, 746,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 27,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 140,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 20th day of July, 1995. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) January 19, 1996 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 70,000 shares of 9.76% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,351,508 shares of preferred stock, 676,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 27,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 70,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 19th day of January, 1996. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary MISSISSIPPI POWER & LIGHT COMPANY Articles of Amendment Under Miss. Code Ann. Section 79-4-6.31 (1989) March 6, 1996 The undersigned corporation, pursuant to Miss. Code Ann. Section 79-4-6.31 (1989), submits the following document and sets forth: 1. The name of the corporation is Mississippi Power & Light Company. 2. The reduction in the number of authorized shares, itemized by class and series, is 10,000 shares of 12% Preferred Stock, Cumulative, $100 Par Value. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares is as follows: (a)15,000,000 shares of common stock, without par value, 8,666,357 of such shares being issued and outstanding at the date hereof; and (b)2,341,508 shares of preferred stock, 666,508 shares of which are issued and outstanding in the following series: (i) 59,920 shares of 4.36% preferred stock, cumulative, $100 par value; (ii) 43,888 shares of 4.56% preferred stock, cumulative, $100 par value; (iii) 100,000 shares of 4.92% preferred stock, cumulative, $100 par value; (iv) 75,000 shares of 9.16% preferred stock, cumulative, $100 par value; (v) 100,000 shares of 7.44% preferred stock, cumulative, $100 par value; (vi) 17,700 shares of 12% preferred stock, cumulative, $100 par value; (vii) 70,000 shares of 9.76% preferred stock, cumulative, $100 par value; and (ix) 200,000 shares of 8.36% preferred stock, cumulative, $100 par value. Dated this the 6th day of March, 1996. MISSISSIPPI POWER & LIGHT COMPANY By: /s/ J. W. Snider, Jr. Assistant Secretary OFFICE OF THE MISSISSIPPI SECRETARY OF STATE P. O. Box 136, Jackson, MS 39205-0136 (601) 359-1333 Articles of Amendment The undersigned persons, pursuant to Section 79-4-10.06 (if a profit corporation) or Section 79-11-305 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby execute the following document and set forth: 1. Type of Corporation X Profit Nonprofit 2. Name of Corporation Mississippi Power & Light Company 3. The future effective date is (Complete if applicable) 4. Set forth the text of each amendment adopted. (Attach page) 5. If an amendment for a business corporation provides for an exchange, reclassification, or cancellation of issued shares, set forth the provisions for implementing the amendment if they are not contained in the amendment itself. (Attach page) 6. The amendment(s) was (were) adopted on: 04/22/96 FOR PROFIT CORPORATION (Check the appropriate box) Adopted by the incorporators directors without shareholder action and shareholder action was not required. FOR NONPROFIT CORPORATION (Check the appropriate box) Adopted by the incorporators board of directors without member action and member action was not required. FOR PROFIT CORPORATION 7. If the amendment was approved by shareholders (a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting were No of No. of votes No. of votes outstanding entitled to indisputably Designation shares be case represented Common Stock 8666357 8666357 8666357 (b) EITHER (i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was Total no. of Total no. of Voting Group votes case FOR votes case AGAINST Common stock 8666357 0 OR (ii) the total number of undistributed votes cast for the amendment by each voting group was Total no. of Voting Group undisputed votes case FOR the plan and the number of votes case for the amendment by each voting group was sufficient for approval by that voting group. FOR NONPROFIT CORPORATION 8. If the amendment was approved by the members (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably represented at the meeting were No. of No. of No. of votes memberships votes entitled indisputably Designation outstanding to be cast represented (b) EITHER (i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment was Total no. of Total no. of Voting votes cast FOR votes cast AGAINST OR (ii) the total number of undistributed votes cast for the amendment by each class was Total no. of undisputed Voting class votes cast FOR the amendment and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group. By: Signature /s/ Michael G. Thompson Printed Name Michael G. Thompson Title: Senior Vice President The Restated Articles of Incorporation of Mississippi Power & Light Company, as amended, are amended, effective April 22, 1996, by deleting the title and article FIRST in their entirety and replacing therefor the following: RESTATED ARTICLES OF INCORPORATION OF ENTERGY MISSISSIPPI, INC. FIRST: The name of the Corporation is ENTERGY MISSISSIPPI, INC. Any additional references to "Mississippi Power & Light Company" in said Restated Articles of Incorporation, as amended, are changed to "Entergy Mississippi, Inc." EX-3 6 Exhibit 3(e) RESTATEMENT OF UNITED STATES OF AMERICA ARTICLES OF INCORPORATION STATE OF LOUISIANA OF PARISH OF ORLEANS NEW ORLEANS PUBLIC SERVICE INC. CITY OF NEW ORLEANS BE IT KNOWN, That on this 30 day of September, 1969, BEFORE ME, James G. Burke, Jr., a Notary Public, duly commissioned, sworn and qualified in and for the Parish of Orleans, State of Louisiana, therein residing, and in the presence of the witnesses hereinafter named and undersigned, PERSONALLY CAME AND APPEARED: LIONEL J. CUCULLU, who declared that, pursuant to Louisiana Revised Statutes, Title 12, the holder of all the issued and outstanding shares of New Orleans Public Service Inc. entitled to vote on the matter had executed, in duplicate, a consent in writing, an original of which is annexed hereto, authorizing and directing the Restatement of the Articles of Incorporation of the Corporation, and the simultaneous amendment of Articles SECOND, FOURTH, SEVENTH, NINTH, TENTH and ELEVENTH of said Articles of Incorporation, and that, pursuant to said consent, he appears to execute this instrument to make effective such Restatement and simultaneous amendments. INTRODUCTORY PARAGRAPH This Restatement of the Articles of Incorporation of New Orleans Public Service Inc. accurately copies the Articles of Incorporation of said Corporation originally adopted by Consolidation Agreement dated December 28, 1925, between New Orleans Public Service Inc. (New Orleans Company), Consumers Electric Light & Power Company (Consumers Company), and Citizens Light & Power Company, Inc. (Citizens Company), and filed for record with the Recorder of Mortgages for the Parish of Orleans on December 29,1925, to be effective and operative January 1, 1926, and all amendments thereto in effect at the date of this Restatement and those adopted simultaneously therewith, which amendments have been effected in conformity with Louisiana Revised Statutes, Title 12, Chapter 1, or with prior laws applicable at the time of the respective amendments; and this Restatement contains no substantial change in the provisions of the original Articles or the amendments thereto, except that said Articles as restated hereinbelow omit the names and addresses of the directors from Article NINTH, and the contemporaneous amendments of Article SECOND so as to provide perpetual corporate existence; Article FOURTH so as to expand the objects and purposes for which the Corporation is established to permit it to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana; and Articles SEVENTH, NINTH, TENTH and ELEVENTH so as to delete provisions which are no longer applicable. RESTATEMENT OF ARTICLES OF INCORPORATION OF NEW ORLEANS PUBLIC SERVICE INC. FIRST: The name of the Corporation shall be "NEW ORLEANS PUBLIC SERVICE INC.", and said Corporation shall have, possess and exercise all the rights, powers, privileges, immunities and franchises of the corporations, parties hereto, and shall be subject to all the duties and obligations of said respective corporations; it shall have, enjoy and be possessed of all of the property, real, personal and mixed, of every kind and nature, owned, possessed and enjoyed by or for said corporations, parties hereto; it shall have power to issue bonds and dispose of the same, in such form and denominations and bearing such interest as the Board of Directors may determine, and to secure payment thereof by mortgage of every and all of the property, franchises, rights, privileges and immunities of said Corporation at the time of the consolidation acquired or thereafter to be acquired and of the companies, parties hereto; to do all acts and things which said companies so consolidated or any of them might have done previous to said consolidation, and the further right to consolidate with any other street railway company, electric company or gas light company, or any other consolidated company. SECOND: Said Corporation, "NEW ORLEANS PUBLIC SERVICE INC.", under its said corporate name, shall have power and authority to have and enjoy perpetual corporate existence and succession from and after the date hereof; to contract, sue and be sued; to make and use a corporate seal and the same to break or alter at pleasure; to hold, receive, lease, purchase and convey, as well as mortgage, hypothecate and pledge property, real, personal and mixed, corporeal and incorporeal; to name and appoint such managers, agents, directors and officers as its business, interests or convenience may require; and to make and establish, as well as alter and amend from time to time such by-laws, rules and regulations for the proper conduct, management and regulation of the affairs of said Corporation as may be necessary and proper; and to have, possess and enjoy all rights, powers, privileges, franchises and immunities now or hereafter authorized by law. THIRD: The domicile of said Corporation shall be in the City of New Orleans, State of Louisiana, and all citations or other legal process shall be served upon the President of said Corporation, or, in his absence, upon one of the Vice-Presidents thereof, or, in the absence of said officers, upon the Secretary of said Corporation. FOURTH: The objects and purposes for which this Corporation is established and the nature of the business to be carried on by it are hereby specified and declared to be: To locate, construct, purchase, own or lease, maintain and operate street railway, tramways, interurban railways, bus lines and other similar local transportation agencies in and about the City of New Orleans, elsewhere in the State of Louisiana and in other states and territories of the United States; to purchase or otherwise acquire, own and operate the properties formerly owned, controlled or leased and operated by New Orleans Railway & Light Company and/or its Receiver and/or its constituent and subsidiary companies; to carry and transport passengers, freight, mail and express; to purchase, own or lease. develop and operate on, or adjacent to, or in the vicinity of, its said lines of railway, parks and pleasure grounds and their appurtenances for the promotion of travel over its lines of railway and as adjuncts thereto; to construct, own, purchase or lease, or otherwise acquire, maintain and operate in the State of Louisiana and other states and territories of the United States, plants, works and systems for generating, distributing, supplying and vending electricity for light, heat, power and other purposes; to construct, purchase, own, lease or otherwise acquire, maintain and operate gas plants, works, pipe lines and distribution systems for the manufacture, storage, distributing and vending of gas for light, heat, power and other purposes (including also the production, transportation, storage, vending and distributing of natural gas in the City of New Orleans, elsewhere in the State of Louisiana and in other states and territories of the United States); to construct, purchase, own or lease, maintain and operate in the City of New Orleans, elsewhere in the State of Louisiana and in other states and territories of the United States, plants, works and systems for the generation, distribution and vending of steam for heating purposes and of cold air or other products or articles for refrigeration or cooling purposes; to exercise the right and power of expropriation and eminent domain in the acquisition of property as may be authorized and permitted by law; to consolidate or merge with other street railway, interurban, railroad, tramway, bus lines. electric light and power and gas companies. or any company doing any business in whole or in part similar to that for which this Corporation is established, or as may now or shall hereafter be permitted by law; to purchase or otherwise acquire its own shares of stock (so far as may be permitted by law) and its bonds, debentures, notes, scrip or other securities or evidences of indebtedness and to hold, sell, transfer or reissue the same; to purchase. acquire and own any or all of the property, assets, franchises, and the stocks and bonds and other securities of any corporation or corporations organized under the laws of the State of Louisiana, or of any other state or country, for all or any of the purposes herein defined or incidental thereto, and to guarantee the bonds or other obligations and dividends on the stock of any of the said corporations, and generally to do and perform any and all acts and things, and to acquire, hold and exercise any and all rights, powers, privileges and franchises as relate to the objects hereinabove set forth, or any of them, and to engage in any other lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana. FIFTH: The amount of the capital stock of the Corporation shall be Seventy-seven Million Four Hundred Nine Thousand Eight Hundred Dollars ($77,409,800), together with the aggregate par value of capital stock issued after September 1, 1969, by this Corporation as hereinafter provided. The total authorized number of shares of capital stock that may be issued by the Corporation shall be 6,197,798 shares, of which 6,000,000 shares shall have a par value of $10 per share and 197,798 shares shall have a par value of $100 per share. The shares of capital stock hereby authorized to be issued shall be divided among the following classes: 6,000,000 shares of $10 par value per share shall be Common Stock; 77,798 shares of $100 par value per share shall be 4-3/4% Preferred Stock (hereinafter sometimes referred to as the "4-3/4% Preferred Stock"); and 120,000 shares of $100 par value per share shall be Preferred Stock (which, together with such additional shares thereof as may be hereafter authorized, is hereinafter sometimes referred to as the "Preferred Stock"). The term "preferred stock" as used herein shall include the 4-3/4% Preferred Stock, the Preferred Stock and any other class of stock having a preference over the Common Stock as to dividends, distribution of assets, or in liquidation, dissolution or winding up. Except as otherwise in this Article FIFTH provided and to the extent not prohibited by law, the Corporation may acquire funds for, or otherwise effect, the redemption or purchase of any of its shares through the issuance or sale of any of its stocks, bonds, or other securities. Stocks of the Corporation, whether authorized herein or upon any subsequent increase of the number of shares of capital stock, may be issued by the Board of Directors of the Corporation from time to time for such consideration permitted by law as may be fixed from time to time by the Board of Directors, and general authority to the Board of Directors so to fix such consideration is hereby and herein granted; provided, however, that stock having a par value may not be issued for less than the par value thereof; and provided further, that such consideration may be in the form of money paid, labor done, or property actually received by the Corporation. No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Corporation, or of any additional stock of any class, to be issued by reason of any increase of the authorized capital stock, or of the number of shares of the Corporation, or of bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, but any such unissued stock or any such additional authorized issues of new stock, or of securities convertible into stock, may be issued and disposed of by the Board of Directors to such persons, firms, corporations, or associations, and upon such terms as the Board of Directors may, in their discretion, determine, without offering to the stockholders then of record, or to any class of stockholders, any thereof, on the same terms or on any terms. The preferred stock shall not entitle any holder thereof to vote at any meeting of stockholders or election of the Corporation or otherwise to participate in any action taken by the Corporation or its stockholders, but all the voting power shall be vested in the holders of the Common Stock, except as otherwise in this Article FIFTH provided. Each stockholder shall be entitled to one vote for each share of Common Stock of the Corporation standing in his name on the books of the Corporation. Except as otherwise in this Article FIFTH provided, upon the vote of a majority of the total number of shares of stock then issued and outstanding, and entitled to vote, as herein provided, or upon such larger vote as may be required by law, this agreement may be amended from time to time so as to permit the Corporation to create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, voting powers, including votes on proceedings prescribed by statute, and subject to such restrictions, limitations and qualifications with respect to voting and otherwise as may be determined by said vote, which may be the same or different from the preferences, designations, rights, privileges, voting powers, restrictions, limitations and qualifications with respect to voting or otherwise of the classes of stock of the Corporation then authorized. Any such vote and amendment may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes. Except as otherwise in this Article FIFTH provided, the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding preferred stock of any class, with the consent of the holder thereof, into or for stock of any other class which at the time of such consent is authorized but unissued, and may fix the terms and conditions upon which such conversion or exchange may be made; provided that, without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting as authorized by law, the Board of Directors shall not authorize the conversion or exchange of any preferred stock of any class into or for Common Stock or authorize the conversion or exchange of any preferred stock of any class into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would he increased. Except as otherwise in this Article FIFTH provided, any class of stock may be increased at any time upon vote of the holders of two-thirds (or such smaller number, not less than a majority, as may be permitted by law) of the shares of the Corporation then issued and outstanding and entitled to vote thereon; provided, however, that so long as any share of the 4- 3/4% Preferred Stock remains outstanding, the amount to which the capital stock of the Corporation may be increased is One Hundred Million Dollars ($100,000,000). Except as otherwise in this Article FIFTH provided, the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price permitted by law as may be fixed by its Board of Directors or Executive Committee. I. The designations, voting powers, preferences, dividend and redemption rights (including votes on proceedings prescribed by statute), and other relative rights or restrictions, limitations and qualifications of the 4-3/4% Preferred Stock having a par value of $100 per share shall be as follows: (1) The holders of the 4-3/4% Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the surplus of the Corporation as provided by law, cumulative preferred dividends at the rate of 4-3/4% per annum from July 1, 1944, and no more, payable quarterly on the first days of January, April, July and October of each year, before any dividends shall be declared or paid upon or set apart for the Common Stock of the Corporation. Such cumulative preferred dividends shall accrue on each share from the quarterly dividend payment date next preceding the date of the original issue of such share, unless such stock shall be issued on a quarterly dividend payment date, and, in such case, from said date. The first quarterly dividend shall be payable on October 1, 1944, and shall be cumulative from July 1, 1944. (2) No dividends shall be declared at any time upon the Common Stock of the Corporation unless all accumulated and unpaid dividends upon the outstanding 4-3/4% Preferred Stock shall have been declared and shall have been paid in full or a sum sufficient for payment thereof shall have been set aside for that purpose from said surplus of the Corporation, in which event dividends may be declared by the Board of Directors on the Common Stock out of said surplus of the Corporation, subject to the rights of any other class of stock then outstanding. The term "accumulated and unpaid dividends" as used herein with respect to the 4-3/4% Preferred Stock shall mean dividends on all the outstanding 4-3/4% Preferred Stock from the respective dates from which such dividends accumulate to the date as of which accumulated and unpaid dividends are being determined, less the aggregate of dividends theretofore declared and paid or set apart for payment upon such outstanding 4-3/4% Preferred Stock. (3) The 4-3/4% Preferred Stock may be called for redemption in whole or in part at any time at the option of the Board of Directors by mailing notice thereof to the holders of record of the shares to be redeemed at least thirty (30) days prior to the date fixed for redemption, and such shares may be then redeemed by paying, for each share so called, an amount equal to all accumulated and unpaid dividends thereon to the date fixed for such redemption, plus One Hundred Eleven and 50/100 Dollars ($111.50) per share as to any shares redeemed prior to July 1, 1954, and One Hundred Five Dollars ($105.00) per share as to any shares redeemed on July 1, 1954, and thereafter. In case of the redemption of part only of the 4-3/4% Preferred Stock at the time outstanding, the Corporation shall select by lot, or in such other manner as the Board of Directors may determine, the shares so to be redeemed, provided that there shall be no obligation to redeem less than a whole share. Notice of the intention of the Corporation to redeem the 4- 3/4% Preferred Stock shall be mailed not less than thirty (30) days before the date of redemption to each holder of record of 4-3/4% Preferred Stock to be redeemed at his post office address appearing upon the books of the Corporation, and upon the deposit of the aggregate redemption price (or the portion thereof not already paid in the redemption of shares so to be redeemed) with any national bank or trust company in the City of New York or in the City of New Orleans, named in such notice, payable in the amounts aforesaid to the respective orders of the record holders of the 4-3/4% Preferred Stock so to be redeemed on endorsement and surrender of their certificates; said holders shall, at the time fixed in such notice for such redemption, cease to be stockholders with respect to said shares and from and after the making of such deposit, said holders shall have no interest in or claim against the Corporation with respect to said shares and shall be entitled only to receive said moneys from said bank or trust company without interest. (4) In the case of any distribution of any assets of the Corporation in repayment in whole or in part of any outstanding shares of its capital stock, whether upon dissolution of the Corporation or liquidation or sale of any or all of its assets or otherwise, except in case of redemption as hereinbefore provided, there shall be paid to the holders of the 4-3/4% Preferred Stock (a) in case such dissolution, liquidation or sale shall be voluntary, One Hundred Five Dollars ($105) per share and (b) in case such dissolution, liquidation or sale shall be involuntary, One Hundred Dollars ($100) per share, plus in each case an amount equal to all accumulated and unpaid dividends thereon before any sum shall be paid to, or any assets distributed among, the holders of the Common Stock, and after such payment to the holders of the 4-3/4% Preferred Stock, all remaining assets and funds shall be distributed among the holders of the Common Stock of the Corporation subject to the rights of any other class of stock then outstanding. (5) The holders of the 4-3/4% Preferred Stock shall not be entitled to any payment by way of dividends or otherwise, or have any rights in the property of the Corporation or in the distribution thereof, other than as is specifically provided in the preceding paragraphs with respect to the 4-3/4% Preferred Stock. (6) No holder of any of the 4-3/4% Preferred Stock shall be entitled to vote at any election of directors or, except as otherwise required by statute, on any other matter submitted to the stockholders, provided that, if and whenever four (4) quarter-yearly dividends payable on any part of the 4-3/4% Preferred Stock shall be accumulated and unpaid, the holders of the 4-3/4% Preferred Stock as a class shall thereafter at all elections of directors have the exclusive right to elect the smallest number of directors of the Corporation which shall constitute a majority of the authorized number of directors, and the holders of the Common Stock of the Corporation as a class shall have the exclusive right to elect the remaining number of directors of the Corporation, which right of the holders of the 4-3/4% Preferred Stock, however, shall cease when all accumulated and unpaid dividends on the 4-3/4% Preferred Stock shall have been paid in full, or provision shall have been made for such payment; and provided further, that if and when the surplus of the Corporation, out of which dividends might lawfully be declared, is in excess of such accumulated and unpaid dividends, then the declaration and payment of such dividends shall not be unreasonably withheld. The terms of office of all persons who may be directors of the Corporation at the time when the right to elect a majority of the directors shall accrue to the 4-3/4% Preferred Stockholders, as herein provided, shall terminate upon the election of their successors at the next annual meeting of the stockholders or at an earlier special meeting of the stockholders held as hereinafter provided. Such special meeting shall be held at any time after the accrual of such voting power, upon notice similar to that provided in the Consolidation Agreement and/or the By-Laws of the Corporation for annual and all other stockholders' meetings, which notice shall be given at the request in writing of the holders of not less than ten per centum (10%) of the number of shares of the then outstanding 4-3/4% Preferred Stock, addressed to the Secretary of the Corporation at its principal business office. Upon the termination of such exclusive right of the holders of the 4-3/4% Preferred Stock to elect a majority of the directors of the Corporation, the terms of office of all the directors of the Corporation shall terminate upon the election of their successors at the next annual meeting of the stockholders or at an earlier special meeting of the stockholders held as hereinafter provided. Such special meeting shall be held at any time after the termination of such right of the 4-3/4% Preferred Stockholders to elect a majority of the directors, upon notice similar to that provided in the Articles of Incorporation and/or the By-Laws of the Corporation for annual and all other stockholders' meetings, which notice shall be given at the request in writing of the holders of not less than ten per centum (10%) of the number of shares of the then outstanding Common Stock, addressed to the Secretary of the Corporation at its principal office. (7) So long as any share of the 4-3/4% Preferred Stock remains outstanding, the consent or authorization of the holders of at least a majority of the outstanding shares of the 4-3/4% Preferred Stock then outstanding, voting as a class (given at a meeting called for that purpose), shall be necessary for effecting or validating any of the following: (a) The issuance of any additional shares of 4- 3/4% Preferred Stock, or of any other class of stock ranking prior to or on a parity with the 4-3/4% Preferred Stock as to dividends or other distributions, (i) unless the net earnings of the Corporation available for dividends on the 4-3/4% Preferred Stock, determined in accordance with generally-accepted accounting practices, for any twelve (12) consecutive calendar months' period within the fifteen (15) calendar months preceding the month within which the additional shares are to be issued, shall have been at least twice the dividend requirements for a twelve (12) month period upon the entire amount of 4-3/4% Preferred Stock and all such other stock ranking prior to or on a parity with the 4-3/4% Preferred Stock as to dividends or other distributions to be outstanding immediately after the proposed issue of such additional shares, and (ii) unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the amount payable upon involuntary dissolution to the holders of the 4-3/4% Preferred Stock and such other stock to be outstanding immediately after the proposed issue of such additional shares. (b) The issuance by the Corporation of any unsecured notes, debentures or other securities representing unsecured indebtedness, or the assumption of any such unsecured securities, for purposes other than the refunding of outstanding unsecured securities theretofore issued or assumed by the Corporation or the redemption or other retirement of all outstanding shares of the 4-3/4% Preferred Stock, or of any other class of stock ranking prior to or on a parity with the 4-3/4% Preferred Stock as to dividends or other distributions, if immediately after such issue or assumption the total principal amount of all such unsecured securities issued or assumed by the Corporation and then outstanding would exceed ten per centum (10%) of the aggregate of (i) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then outstanding, plus (ii) the capital and surplus of the Corporation as then stated on its books of account. (c) The merger or consolidation of the Corporation with or into any other corporation or corporations, unless such merger or consolidation, or the issuance and assumption of all securities to be issued or assumed in connection with such merger or consolidation, shall have been ordered, approved, or permitted by the Securities and Exchange Commission (or by any succeeding regulatory authority of the United States of America having jurisdiction in the premises) under the provisions of the Public Utility Holding Company Act of 1935, as amended, or exempted by said Commission from the requirements of said Act, provided that the provisions of this clause (c) shall not apply to the purchase or other acquisition by the Corporation of franchises or assets of another corporation in any manner which does not involve a merger or consolidation. (8) Notwithstanding any other provision of this Article FIFTH, the consent or authorization of the holders of at least two-thirds of the total number of shares of 4-3/4% Preferred Stock at the time outstanding shall be necessary to authorize the creation of any class of stock which would be preferred as to assets or dividends over the 4-3/4% Preferred Stock, or to amend the Articles of Incorporation so as to change the express terms and provisions of the 4- 3/4% Preferred Stock then outstanding in any manner substantially prejudicial to the holders thereof. II The Preferred Stock shall be issuable in one or more series from time to time and the shares of each series shall have the same rank and be identical with each other and shall have the same relative rights, except with respect to amounts payable on voluntary liquidation as specified in Section (F) below and to the following: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series, the dates on which dividends shall be paid in each year, and the date from which such dividends shall commence to accumulate; and (c) The amount or amounts payable upon redemption thereof; which different characteristics of clauses (a), (b) and (c) above are set forth below. The initial series of the Preferred Stock shall: (a) consist of 60,000 shares and be designated "4.36% Preferred Stock"; (b) have a dividend rate of Four and 36/100 Dollars ($4.36) per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year; such dividends shall accumulate on each share from the quarterly dividend payment date next preceding the date of the original issue of such share, unless such stock shall be issued on a quarterly dividend payment date and in such case from said date. The first quarterly dividend shall be payable on April 1, 1956, and shall be cumulative from January 1, 1956; and (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of One Hundred Seven and 08/100 Dollars ($107.08) per share if redeemed on or before January 1, 1961, of One Hundred Six and 08/100 Dollars ($106.08) per share if redeemed after January 1, 1961, and on or before January 1, 1966, and of One Hundred Four and 58/100 Dollars ($104.58) per share if redeemed after January 1, 1966, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. The second series of the Preferred Stock shall: (a) consist of 60,000 shares and be designated "5.56% Preferred Stock"; (b) have a dividend rate of Five and 56/100 Dollars ($5.56) per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year; such dividends shall accumulate on each share from and including April 26, 1967. The first dividend shall be payable on July 1, 1967, and shall be cumulative from and including April 26, 1967; and (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of One Hundred Six and 65/100 Dollars ($106.65) per share if redeemed on or before April 1,1972, of One Hundred Four and 09/100 Dollars ($104.09) per share if redeemed after April 1, 1972, and on or before April 1, 1977, and of One Hundred Two and 59/100 Dollars ($102.59) per share if redeemed after April 1, 1977, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. Subject to the foregoing, the distinguishing characteristics of the Preferred Stock shall be: (A) Each series of the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate stated and expressed with respect to such series herein; such dividends to be cumulative from such date and payable on such dates in each year as may be stated and expressed herein, to stockholders of record as of a date not to exceed forty (40) days and not less than ten (10) days preceding the dividend payment dates so fixed. (B) If and when all outstanding shares of the 4-3/4% Preferred Stock shall have been redeemed, acquired or otherwise retired, then: (1) If and when dividends payable on any of the Preferred Stock (which, for the purposes of this Section (B), shall be deemed to be all outstanding shares of the Preferred Stock of any series, and such other preferred stock of any class or series, ranking prior to or on a parity with the Preferred Stock as to dividends and in liquidation, dissolution, winding up, or distribution, as may be lawfully issued) shall be in default in an amount equal to four (4) full quarterly payments or more per share, and thereafter until all dividends on any of the Preferred Stock in default shall have been paid, the holders of all of the then outstanding Preferred Stock, voting as a class, in contra-distinction to the Common Stock as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything in these Articles of Incorporation to the contrary notwithstanding. The terms of office, as directors. of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation, then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify. (2) If and when all dividends then in default on any of the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on any of the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like default or defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors. In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock voting as a class, the remaining directors elected by the holders of the Preferred Stock, 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 or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, 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 or terms of the director or directors whose place or places shall be vacant. (3) Whenever the special voting right shall have accrued to the holders of the Preferred Stock to elect directors, voting as a class, it shall be the duty of the President, a Vice-President or the Secretary of the Corporation forthwith to call a meeting, and cause notice thereof to be given to the stockholders, including all of the holders of the then outstanding shares of Preferred Stock, entitled to vote at such meeting, to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on Preferred Stock are in default in an amount equal to four (4) full quarterly payments or more per share, the holders of all of the then outstanding Preferred Stock, voting as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect and make copies of the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent or Agents of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting. or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of all of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock or of the holders of the Common Stock, no election of directors shall be held and the meeting shall be adjourned to the same time the following day; and provided, further, that at such first adjourned meeting, the presence in person or by proxy of the holders of thirty-five per centum (35%) of all of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of thirty-five per centum (35%) of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and in the absence of a quorum of the holders of the Preferred Stock or of the holders of the Common Stock no election of directors shall be held and the meeting shall be adjourned to the same time the following day; and provided, further, that at such second adjourned meeting such number of the holders of the Preferred Stock and of the holders of the Common Stock as are present in person or by proxy shall constitute a quorum of their respective classes of stock for the election of directors. If no holders of the Preferred Stock are present at said second adjourned meeting, then the directors of the Corpora tion then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof, and until their successors shall have been elected and shall qualify. No such meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of all of the then outstanding Preferred Stock, voting as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of stockholders held for the purpose of electing directors after the right of the holders of all of the Preferred Stock, voting as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that if at any second adjourned Annual Meeting, or special meeting in lieu thereof, no holders of the outstanding Preferred Stock are present in person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting. (C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding, voting as a class: (1) create, authorize or issue any new stock which, after issuance, would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock, except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in Section (G) below; provided, however, that any such new stock or security shall be issued within twelve (12) months after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security; or (2) amend, alter or repeal any of the rights, preferences or powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or powers; provided, however, that if such amendment, alteration or repeal affects adversely the rights, preferences or Powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds of the total number of outstanding shares of all series so affected shall be required; and provided, further, that an amendment to increase or decrease the authorized amount of Preferred Stock, or to create or authorize, or increase or decrease the amount of, any class of stock ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets shall not be deemed to affect adversely the rights, preferences or powers of the holders of the Preferred Stock or any series thereof. (D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding voting as a class: (1) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935; or (2) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation, resulting in equal or longer maturities, or (ii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtedness then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in an amount not exceeding ten per centum (10%) of the aggregate of (a) and (b) of this subsection (2) below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of any such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years; provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for purposes of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within three (3) years; furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed ten per centum (10%) of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purposes set forth in (i) or (ii) above) until such ratio is reduced to ten per centum (10%) of the sum of (a) and (b) above; or (3) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 60,000 shares of the Preferred Stock initially authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, unless the gross income of the Corporation for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period appropriated from income to the property retirement reserve by the Corporation on its books or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half (1-1/2) times the sum of (i) the annual interest charges on all interest bearing indebtedness of the Corporation and (ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of the Preferred Stock or on any other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution which are to be retired in connection with the issue of such additional shares; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or (4) issue, sell, or otherwise dispose of any shares of the Preferred Stock, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of any other class of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or in liquidation, dissolution, winding up or distribution, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subsection (4), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in Section (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up of the Corporation, on all shares of the Preferred Stock and of any other class of stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding. (E) Except as herein expressly provided, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to matters upon which holders of the Preferred Stock are entitled to vote, as herein expressly provided, each holder of such Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such Preferred Stock standing in his name on the books of the Corporation. (F) In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock, pari passu with all shares ot preferred stock of any other class or series then outstanding shall have a preference over the Common Stock until an amount equal to the then current redemption price, including accumulated and unpaid dividends, if any, shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency, or instrumentality thereof or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock, pari passu with all shares of preferred stock of any other class or series then outstanding, shall also have a preference over the Common Stock until the full par value thereof, and an amount equal to the accumulated and unpaid dividends thereon, if any, shall have been paid by dividends or distribution. (G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of said Preferred Stock, or may from time to time redeem any part of any series thereof, by paying in cash the redemption price then applicable thereto, plus, in each case, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date fixed for redemption to each holder of record of Preferred Stock to be redeemed, at his post office address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) days' notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or the publication of such notice, as aforesaid, or at any time thereafter prior to the date fixed for redemption, the Corporation may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of New Orleans, Louisiana, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to said shares, but shall be entitled only to receive such moneys from said bank or trust company, with interest, if any, allowed by such bank or trust company on such moneys deposited as in this Section (G) provided, on endorsement and surrender of their certificates, as aforesaid. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of six (6) years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be deemed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, plus interest thereon, if any, allowed by such bank or trust company, as above stated, for the redemption of such shares and so paid to the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued. If less than all of the shares of any series of the Preferred Stock are to be redeemed, the shares thereof to be redeemed shall be selected by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not redeem, purchase or otherwise acquire less than all of the shares of the Preferred Stock, if, at the time of such redemption, purchase or other acquisition, dividends payable on the Preferred Stock shall be in default in whole or in part, unless prior to or concurrently with such redemption, purchase or other acquisition, all such defaults shall be cured or unless such redemption, purchase or other acquisition shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and cancelled. (H) For the purposes of this Section (H) and subsection (4) of Section (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation, less (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding preferred stock of the Corporation over the aggregate par or stated value thereof and any premiums thereon, and (4) the excess, if any, for the period beginning with January 1, 1955, to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements), over the amount appropriated from income to the property retirement reserve by the Corporation on its books during such period, including the final fraction of a year; provided, however, that no deductions shall be required to be made in respect of items referred to in items (1) and (2) of this Section (H) in cases in which such items are being amortized or are provided for, or are being provided for, by reserves. For the purpose of this Section (H): (i) the term "total capitalization" shall mean the sum of the Common Stock Equity, plus item (3) in this Section (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve (12) months after the date of issue thereof; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchase or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, junior to the Preferred Stock. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows: (a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty per centum (20%) of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds fifty per centum (50%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subsection (a) could have been, and have not been, declared; and (b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty-five per centum (25%) but not less than twenty per centum (20%) of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds seventy-five per centum (75%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subsection (a) and in this subsection (b) could have been, and have not been, declared; and (c) At any time when the Common Stock Equity is twenty-five per centum (25%) or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below twenty-five per centum (25%) of total capitalization, except to the extent provided in subsections (a) and (b) above. At any time when the aggregate of all amounts credited subsequent to January 1, 1955, to the property retirement reserve (accumulated provision for depreciation) account of the Corporation through charges to operating revenue deductions or otherwise on the books of the Corporation shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subsections (a) and (b) above, in determining the net income available for common stock dividends during any twelve (12) month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount appropriated from income to the property retirement reserve (accumulated provision for depreciation) on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1955, to and including said twelve (12) month period, less (bb) the greater of the cumulative amount appropriated from income to the property retirement reserve (accumulated provision for depreciation) on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1955, up to but excluding said twelve (12) month period; provided that, in the event any company is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount appropriated from income to the property retirement reserve (accumulated provision for depreciation) on the books of the Corporation" shall be exclusive of amounts provided for such property prior to the merger. (I) Dividends may be paid upon the Common Stock only when dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the date(s) after which dividends thereon become cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, but whenever there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, then, subject to the limitations above set forth and subject to the rights of any other class of stock then outstanding, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any other class of stock then outstanding) shall receive all further dividends and shares in distribution. (J) The Corporation reserves the right, without any vote or consent of the Preferred Stock as a class or of any series of Preferred Stock, to amend these Articles of Incorporation in any or all of the following respects: (1) So that the right vested exclusively in the holders of the 4-3/4% Preferred Stock as a class to elect the smallest number of directors, which shall constitute a majority of the authorized number of directors upon default in dividends upon the 4-3/4% Preferred Stock, shall thereafter be shared with the holders of Preferred Stock and any other preferred stock of any class or series, ranking prior to, or on a parity with, the Preferred Stock as to dividends and distributions, all voting as one class, to the same extent and with the same effect as though the 4-3/4% Preferred Stock had been redeemed, acquired or otherwise retired and had been reissued as a series of Preferred Stock; (2) So that the 4-3/4% Preferred Stock shall thereafter be a series of 4-3/4% Preferred Stock within the class of Preferred Stock herein authorized, limited in number to the number of shares of 4-3/4% Preferred Stock authorized to be issued prior to such amendment, with the same annual rate of dividend, the same dates on which dividends shall be paid each year, the same date from which dividends shall commence to accumulate, the same amounts payable on redemption and the same amounts payable upon distribution of assets, as were provided with respect to the shares of 4-3/4% Preferred Stock prior to such amendment. SIXTH: The corporate power of this Corporation shall be vested in, and exercised by, a Board of Directors to be composed of not less than nine (9) nor more than fifteen (15) persons, to be elected annually at a general meeting of stockholders to be held on the fourth Monday in May of each year, beginning in May, 1963. The number of persons, within the foregoing limits, to compose the Board of Directors at any given time, shall be determined by vote of a majority of the Common Stock present, in person or by proxy, at the annual meeting, except that, if such designated number be less than fifteen (15), said number may be increased within the foregoing limits at any special meeting of stockholders called for that purpose. A majority of the Board of Directors shall constitute a quorum for the transaction of business unless the By-Laws of this Corporation, adopted by the Board of Directors, shall provide for a lesser number. Any vacancy occurring among the Directors of this Corporation by death, resignation or otherwise, shall be filled by election for the unexpired term by the remaining directors. A failure to elect directors on the date above specified shall not dissolve the Corporation, nor impair its corporate existence or management, but the directors then in office shall remain in office until their successors shall have been duly elected and qualified. Notice of such meeting and of all other stockholders' meetings shall be given in the manner prescribed by law, and, when not so prescribed, then written notice of such meetings shall be addressed to each stockholder entitled to vote at said meeting, at such address as may have been furnished by him for notice hereunder and deposited in the post office, at least fifteen (15) days before the date of said meeting, postage prepaid. No notice need be given to any person whose stock was acquired, or who became a registered owner thereof, on or after the date upon which notice of a meeting of stockholders was mailed or delivered. The By-Laws of the Corporation may provide for any additional form of notice. The books for the transfer of the stock may be closed for such periods before and during the payment of dividends and the holding of meetings of stockholders, not to exceed thirty (30) days at any one time, as the Board of Directors may from time to time determine; and the Corporation shall make no transfer of stock on the books during such period. The Board of Directors may elect from its members a Chairman of the Board and shall elect a President, and may, from time to time, name and appoint all such other officers (including one or more Vice-Presidents who need not be members of the Board of Directors) or agents, as it may deem necessary for the purposes and business of this Corporation, and the powers and duties of every officer, agent and employee shall be such as may be conferred upon them by the Board of Directors or Executive Committee of the Corporation, and all officers, agents and employees shall hold office and employment at the pleasure of the Board of Directors. The Board of Directors may make and establish, as well as alter and amend, all such By-Laws, rules and regulations, not inconsistent herewith, necessary and proper in its judgment for the conduct and management of the business and affairs and the exercise of the corporate powers of this Corporation, and said Board of Directors shall have full power and authority to borrow money and to execute mortgages and pledges and create liens; to issue bonds, notes and other obligations, and to secure same by mortgage and/or pledge or otherwise, and generally to do any and all things reasonable, convenient or necessary for the proper conduct of the business and affairs of this Corporation, and, in its discretion, the Board of Directors may create and select an Executive Committee to be composed of not less than three (3) of its own members, to which Committee the Board of Directors may grant all or any of its powers to be exercised during the interim between meetings of the Board of Directors itself. A director of this Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as vendor, purchaser or otherwise, nor shall any transaction or contract of this Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member, or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by vote of a majority of a quorum of the Board of Directors or of the Executive Committee without counting in such majority or quorum any director so interested, or members of a firm so interested, or a shareholder or director of a corporation so interested, or (2) by a vote at a stockholders' meeting of the holders of record of a majority of all the outstanding shares of Common Stock of the Corporation, or by writing or writings signed by a majority of such holders; nor shall any director be liable to account to the Corporation for any profits realized by and from or through any such transaction or contract of this Corporation authorized, ratified or approved, as aforesaid, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is a shareholder or director, was interested in such transaction or contract. SEVENTH: Except as hereinbefore in Article FIFTH hereof provided, with respect to certain voting rights conferred upon the preferred stock, the provisions hereof may be modified, changed, altered or amended to the extent and in the manner now or hereafter permitted by law for the amendment of the articles of incorporation or act of incorporation of a corporation, or the capital stock or the number of shares of the capital stock of this Corporation may be increased or decreased, or new classes or series of stock may be created, or the number of shares of any class or series of stock may be changed with the assent of two-thirds (or such smaller number, not less than a majority, as may be permitted by law) of the shares of the outstanding Common Stock of this Corporation expressed, given and obtained at a general meeting of such stockholders convened for such purposes, or any of them, after previous notice of such meeting shall have been given to each Common Stockholder in the manner hereinabove provided, unless other notice for a meeting of such character be prescribed by law, in which event notice shall be given in conformity with law. Whenever this Corporation may be dissolved, either by limitation or from any other cause, its affairs shall be liquidated by three (3) commissioners to be elected by the holders of the Common Stock at a meeting convened for said purpose as above provided and after due notice; a majority of said stock represented at such meeting shall be requisite for the election of such commissioners. Such commissioners shall remain in office until the affairs of this Corporation shall have been fully liquidated. In case of the death or resignation of any one or more of said commissioners, the vacancy or vacancies shall be filled by the survivor or survivors. In the event of any disagreement among said commissioners, the action of the majority shall prevail and be binding. The provisions of the Business Corporation Law of Louisiana and of all other statutes relating to corporations of the character of this Corporation whether consolidated or otherwise. shall be applicable to this Corporation so far as concerns the rights and powers of this Corporation and its stockholders. Upon the written consent or the vote of the holders of a majority in number of the shares then outstanding and entitled to vote, or, if the consent or vote of the holders of a larger number of shares is required by law, then, upon such larger consent or vote as may be required by law (1) any and every statute of the State of Louisiana hereinafter adopted whereby the rights, powers or privileges of the stockholders of corporations organized under the general laws of said State are increased, diminished or in any way affected, or whereby effect is given to the action taken by any part less than all of the stockholders of any such corporation shall, notwithstanding any provision which may at the time be contained in this agreement of consolidation, apply to this Corporation and shall be binding not only upon this Corporation but upon every stockholder thereof to the same extent as if such statute had been in force at the date of the making and filing of this agreement of consolidation, and/or (2) amendments to this agreement of consolidation authorized at the time of the making of such amendments by the laws of the State of Louisiana, may be made; provided, however, that no such consent or vote shall alter or change the amounts which the holders of outstanding preferred stock are entitled to receive as dividends or in distribution of assets in preference to the holders of the Common Stock, or decrease the price at which preferred stock may be redeemed, all as hereinabove provided, except with the consent of the holders of at least ninety per centum (90%) of the then outstanding preferred stock, which consent may be expressed by each stockholder either in writing or by vote at an annual or special stockholders' meeting. EIGHTH: No stockholder shall ever be held liable for the contracts or faults or defaults of this Corporation in any further sum than the unpaid balance of the consideration, if any, due the Corporation on the shares of stock owned by him; nor shall any mere informality in organization or consolidation have the effect of rendering this agreement null, or of exposing a stockholder to any liability beyond the unpaid amount remaining due on his said stock. NINTH: The officers of the Corporation shall have and exercise such powers and duties as may be conferred upon them by the Board of Directors or the Executive Committee of the Corporation. TENTH: The rights of creditors and all liens upon the property of each of the parties hereto shall be preserved unimpaired and the property and franchises of each of said corporations, parties hereto, shall pass to and vest in the Corporation, subject to all lawful debts, guarantees, liabilities and obligations existing against each of said corporations, except as herein otherwise provided, and all of said debts, liabilities and obligations of the New Orleans Company and/or the Consumers Company and/or the Citizens Company, parties hereto, shall be provided for, paid and discharged by the Corporation, except as herein otherwise provided, and all contracts and agreements existing between each of said corporations, parties hereto, and any other person, firm or corporation shall be carried out and performed by the Corporation. All of the rights and obligations of the New Orleans Company arising out of and/or imposed by Ordinance No. 6822 Commission Council Series of the City of New Orleans, adopted April 18, 1922, and known as the "Settlement Ordinance", and Ordinances Nos. 7067, 7068 and 7069, respectively, Commission Council Series of the City of New Orleans, adopted September 2,1922, supplemental thereto, and/or other ordinances supplemental thereto or amendatory thereof, shall pass to and be assumed by the Corporation, and nothing herein contained shall be construed as changing, affecting or impairing the provisions of said ordinances, as presently existing. And the said Appearer having requested me, Notary, to note said Restatement in authentic form, I do, by these presents, receive said Restatement in the form of this public act to the end that said Restatement may be promulgated and substituted for and used in the place of the original Consolidation Agreement of New Orleans Public Service Inc. and the various amendments thereto. THUS DONE AND PASSED, in multiple counterparts in the City of New Orleans on the date first above written in the presence of Victor Lota and Wil1iam C, Nelson, competent witnesses, who hereunto sign their names with said Appearer and me, Notary, after due reading of the whole. WITNESSES: /s/ Lionel J. Cucullu Lionel J. Cucullu /s/ Victor Lota /s/ William C. Nelson ___________________________ Notary Public DIRECTION AND CONSENT RESTATEMENT OF ARTICLES OF INCORPORATION (CHARTER) of NEW ORLEANS PUBLIC SERVICE INC. KNOW ALL MEN BY THESE PRESENTS: The undersigned, MIDDLE SOUTH UTILITIES, INC., herein represented by Gerald L. Andrus, its President, duly authorized to execute this document, acting under the provisions of Title 12, Chapter 1 of the Louisiana Revised Statutes, being the shareholder of record of all the Common Stock of New Orleans Public Service Inc., a corporation existing under the laws of Louisiana, domiciled in the City of New Orleans, organized by Consolidation Agreement dated December 28, 1925, between New Orleans Public Service Inc., Consumers Electric Light & Power Company, and Citizens Light & Power Company, Inc., and filed for record with the Recorder of Mortgages for the Parish of Orleans on December 29, 1925, to be effective and operative January 1, 1926, does hereby consent that the Articles of Incorporation of New Orleans Public Service Inc. be restated with no substantial changes in the provisions of the original Articles or the amendments thereto, except that said Articles as restated shall: 1. Omit the names and addresses of the Directors from Article NINTH; 2. Amend Article SECOND so as to provide perpetual corporate existence; 3. Amend Article FOURTH so as to expand the objects and purposes for which the Corporation is established to permit it to engage in any lawful activity for which corporations may be formed under the Business Corporation Law of Louisiana; 4. Amend Articles SEVENTH, NINTH, TENTH and ELEVENTH so as to delete provisions which are no longer applicable. MIDDLE SOUTH UTILITIES, INC. does hereby authorize and direct Lionel J. Cucullu to appear before any Notary Public in and for the Parish of Orleans, State of Louisiana, and to execute a Notarial act putting the Restatement and Amendment of the Articles of Incorporation of New Orleans Public Service Inc. into authentic form, and the said Lionel J. Cucullu is hereby authorized to do any and all things necessary and proper to make effective said Restatement and Amendment. IN WITNESS WHEREOF, this document has been executed in duplicate original at New York, New York, on this 24th day of September, 1969. MIDDLE SOUTH UTILITIES, INC. By: /s/ Gerald L. Andrus GERALD L. ANDRUS President ATTEST /s/ A. M. Fitzgerald Secretary I, the undersigned Secretary of New Orleans Public Service Inc., a corporation existing under the laws of Louisiana, domiciled in the City of New Orleans, hereby certify that Middle South Utilities, Inc., the subscriber to the foregoing instrument, constitutes the only holder of shares of Common Stock of said corporation and, therefore, constitutes the sole holder of shares entitled to vote at a shareholder's meeting. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of this corporation at New Orleans, Louisiana, on this 29th day of September, 1969. /s/ Victor Lota Secretary REPORT ACCOMPANYING RESTATEMENT OF ARTICLES OF INCORPORATION OF NEW ORLEANS PUBLIC SERVICE INC. 1 - The corporation's registered office is located at, and its post office address is: City of New Orleans, State of Louisiana 317 Baronne Street 70160 2 - Its registered agents are: The President - Lionel J. Cucullu, or in his absence one of the Vice Presidents - Michael J. Cade, James M. Cain, John F. Morton, Charles J. Sinnott, or in the absence of said officers, the Secretary - Victor Lota, 317 Baronne Street, New Orleans, La. 70160 3 - The present directors are: Gerald L. Andrus Eben Hardie Lionel J. Cucullu Sam Israel, Jr. Brooke H. Duncan Arthur L. Jung, Jr. Laurance Eustis Clayton L. Nairne Richard W. Freeman Isidore Newman, II John B. Smallpage Assistant Secretary NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 - R.S. 12:236) Name of Corporation New Orleans Public Service Inc. 317 Baronne Street (P. O. Box 60340), New Orleans, Louisiana 70160 Registered Office 317 Baronne Street (P. O. Box 60340) New Orleans, Louisiana 70160 Registered Agent(s) L. J. Cucullu, President and Director William McCollam, Jr., Executive Vice President; M. J. Cade, J. M. Cain, Sherwood A. Cuyler, J. F. Morton, Charles J. Sinnott, Vice President; A. J. Brodtmann, Comptroller; Victor Lota, Secretary and Treasurer; and J. E. Hevron, Assistant Secretary and Assistant Treasurer, 317 Baronne Street, New Orleans, Louisiana 70160. Date: March 12, 1971 /s/ Victor Lota To be signed by President, Vice President, or Secretary NOTE: If the registered agent is change, a copy of the resolution by the Board of Directors of the appointment, certified by the President, Vice-President or Secretary must also accompany this report. RESOLUTION UNANIMOUSLY ADOPTED BY THE BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC. AT MEETING HELD MAY 25, 1970 On motion duly made and seconded, the following were unanimously re-elected to the offices appearing after their respective names: Messrs. L. J. Cucullu, President William McCollam, Jr., Executive Vice President M. J. Cade, Vice President J. M. Cain, Vice President J. F. Morton, Vice President Charles J. Sinnott, Vice President A. J. Brodtmann, Comptroller Victor Lota, Secretary and Treasurer J. E. Hevron, Assistant Secretary and Assistant Treasurer On motion duly made and seconded, Mr. Sherwood A. Cuyler was elected a Vice President of the Company. -------------------------------------------- I, the undersigned, Secretary of New Orleans Public Service Inc., hereby certify that the above and foregoing is a true and correct copy of resolution unanimously adopted by the Board of Directors of said Company at its meeting duly called, convened and held at its office in the City of New Orleans, on the 25th day of May, 1970, at which a quorum was present and acted throughout, and that said resolution is in full force and effect at the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company at New Orleans, Louisiana, this 12th day of March, 1971. /s/ Victor Lota Secretary STATEMENT OF CHANGE OF REGISTERED AGENT FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC. To the Secretary of State: Pursuant to the provisions of R.S. 12:104, the undersigned corporation, organized under the laws of the State of Louisiana, herewith submits the following for the purpose of giving notice of the termination of authority of a certain agent for service of process in this state. The current list of agents for service of process is: James M. Cain Charles J. Sinnott, Vice President A. J. Brodtmann, Vice President Sherwood A. Cuyler, Vice President 317 Baronne Street, Hero J. Edwards, Jr., Vice President New Orleans, Louisiana Malcolm L. Hurstell, Vice President 70112 William C. Nelson, Vice President & Secretary Donald F. Schultz, Vice President Mr. Michael J. Cade previously listed in the Company's 1977 Annual Report to the Secretary of State as serving as an agent for service of process on behalf of the Company has resigned, effective April 1, 1978. The above list of agents for service of process conforms with the requirements set forth in Article THIRD of the Company's Restatement of Articles of Incorporation, dated September 30, 1969, a certified copy of which has been filed with the Recorder of Mortgages at MOB 2160, Folio 368 on October 6, 1969. Dated: August 14, 1978 NEW ORLEANS PUBLIC SERVICE INC. By: /s/ William C. Nelson William C. Nelson Title: Vice President & Secretary STATEMENT OF CHANGE OF REGISTERED AGENT FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC. To the Secretary of State: Pursuant to the provisions of R.S. 12:104, the undersigned corporation, organized under the laws of the State of Louisiana, herewith submits the following for the purpose of giving notice of the termination of authority of a certain agent for service of process in this state. The current list of agents for service of process is: James M. Cain, President A. J. Brodtmann, Vice President Sherwood A. Cuyler, Vice President 317 Baronne Street, Hero J. Edwards, Jr., Vice President New Orleans, Louisiana Malcolm L. Hurstell, Vice President 70112 William C. Nelson, Vice President & Secretary Donald F. Schultz, Vice President Mr. Charles J. Sinnott previously listed in the Company's 1978 Annual Report to the Secretary of State as serving as an agent for service of process on behalf of the Company has resigned, effective June 1, 1979. The above list of agents for service of process conforms with the requirements set forth in Article THIRD of the Company's Restatement of Articles of Incorporation, dated September 30, 1969, a certified copy of which has been filed with the Recorder of Mortgages at MOB 2160, Folio 368 on October 6, 1969. Dated: June 21, 1979 NEW ORLEANS PUBLIC SERVICE INC. By: /s/ William C. Nelson William C. Nelson Title: Vice President & Secretary CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 28, 1979 MEETING OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC. Mr. Jung took the Chair and announced that all directors elected were qualified to serve. He then asked for nominations for the presidency of the Company. On motion duly made and seconded, Mr. James M. Cain, was unanimously elected President. * * * * * * * * * * * * * * Whereupon, on motion duly made and seconded, it was unanimously RESOLVED, that the following named persons be, and hereby are elected to the offices of the Company appearing after their respective names for the ensuing year ending May 26, 1980: A. J. Brodtmann, Vice President - Finance Sherwood A. Cuyler, Vice President - Public and Regulatory Affairs Hero J. Edwards, Jr., Vice President - Operations Malcolm L. Hurstell, Vice President - Engineering and Production William C. Nelson, Vice President - Administration and Legal, and Secretary Donald P. Schultz, Vice President - Corporate Communications John H. Chavanne, Controller Harvey K. Hawkins, Treasurer Michael P. Burns, Assistant Treasurer W. D. Meriwether, Jr., Assistant Secretary Donald J. Winfield, Assistant Secretary & Assistant Treasurer* Edwin A. Lupberger, Assistant Secretary & Assistant Treasurer* Rodney J. Estrade, Assistant Secretary & Assistant Treasurer* * Effective as of date of receipt of requisite Federal Energy Regulatory Commission approval. -------------------------------------- I, the undersigned, Secretary of New Orleans Public Service Inc., hereby certify that the above and foregoing is a true and correct copy of excerpts from the minutes of the May 28, 1979 meeting of the Board of Directors of said Company duly called, convened and held at its office in the City of New Orleans, at which a quorum was present and acted throughout; that the resolutions therein contained were unanimously adopted by the vote of said Board, have not been altered, amended or repealed and are in full force and effect at the date hereof. I hereby further certify that the individuals named in the above and foregoing resolutions as President, Vice Presidents and Secretary also are agents for the service of process pursuant to the provisions of Article THIRD of the Company's Restatement of Articles of Incorporation, dated September 30, 1969, a certified copy of which has been filed with the Recorder of Mortgages, Orleans Parish, at MOB 2160, Folio 368 on October 6, 1969. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company at New Orleans, Louisiana, this 26th day of July, 1979. /s/ William C. Nelson Secretary ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF NEW ORLEANS PUBLIC SERVICE INC. On February 27, 1980, at a Special Meeting of Stockholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, which meeting was called and convened on February 12, 1980, and adjourned to February 27, 1980, the stockholders of said New Orleans Public Service Inc. adopted two separate proposals to amend the Restated Articles of Incorporation of said corporation as follows: Proposal 1. The eleventh paragraph of Article FIFTH of the Restated Articles of Incorporation is amended to be and to read in its entirety as follows: "Except as otherwise in this Article FIFTH provided, any class of stock may be increased at any time upon vote of the holders of two-thirds (or such smaller number, not less than a majority, as may be permitted by law) of the shares of the Corporation then issued and outstanding and entitled to vote thereon; provided, however, that so long as any share of the 4-3/4% Preferred Stock remains outstanding, the amount to which the capital stock of the Corporation may be increased is Two Hundred Million Dollars ($200,000,000)." Proposal 2. Article FIFTH of the Restated Articles of Incorporation is amended in the following respects: 1. The first sentence of the first paragraph of Section II of Article FIFTH is amended to be and to read in its entirety as follows: "The Preferred Stock shall be issuable in one or more series from time to time and the shares of each series shall have the same rank and be identical with each other and shall have the same relative rights, except with respect to amounts payable on voluntary liquidation as specified in Section (F) below and to the following characteristics. (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series, the dates on which dividends shall be paid in each year, and the date from which such dividends shall commence to accumulate; (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of sinking fund requirements (if any) for the purchase or redemption of each series of the Preferred Stock other than the initial series and the second series of the Preferred Stock; which different characteristics of clauses (a), (b), (c), and (d) above are set forth below." 2. The penultimate sentence of paragraph (G), Section II of Article FIFTH is amended to be and to read in its entirety as follows: "Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock (which term, for purposes of this proviso, shall include the 4-3/4% Preferred Stock) are outstanding, the Corporation shall not (i) make any payment, or set aside funds for payment, into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, or (ii) redeem, purchase or otherwise acquire less than all of the shares of the Preferred Stock, if, at the time of such payment or setting aside of funds for payment into such sinking fund, or of such redemption, purchase or other acquisition, dividends payable on the Preferred Stock shall be in default in whole or in part, unless prior to or concurrently with such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, all such defaults shall be cured or unless such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and cancelled." 3. The first sentence of paragraph (I), Section II of Article FIFTH is amended to be and to read in its entirety as follows: "(I) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock (which term, for purposes of this Section (I), shall include the 4-3/4% Preferred Stock) from the date(s) after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, but whenever (x) all such dividends upon the Preferred Stock as aforesaid shall have been paid or declared and funds shall have been set apart for the payment thereof upon the Preferred Stock and (y) all payments shall have been made or funds shall have been set aside for all payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, then, subject to the limitations above set forth and subject to the rights of any other class of stock then outstanding, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining." The aforesaid Special Meeting of Stockholders of said New Orleans Public Service Inc., held on February 27, 1980, was duly called, convened and held pursuant to a resolution to adjourn and reconvene adopted by at least a majority of the stockholders present and constituting a quorum at the Special Meeting of Stockholders held on February 12, 1980, which was duly called, convened and held pursuant to due notice thereof. At the meeting of February 27, 1980: (1) There were present in person or represented by proxy the holders of 64,951 shares of the class of 4-3/4% Preferred Stock, $100 par value ("4-3/4% Preferred Stock"), of said New Orleans Public Service Inc. out of a total of 77,798 shares of the 4-3/4% Preferred Stock of said Corporation outstanding, 94,706 shares of the separate class of serial Preferred Stock, $100 par value ("Preferred Stock"), of said New Orleans Public Service Inc. out of a total of 120,000 shares of the Preferred Stock of said Corporation outstanding, and 5,935,900 shares of the Common Stock, $10 par value ("Common Stock"), of said New Orleans Public Service Inc. out of a total of 5,935,900 shares of the Common Stock of said Corporation outstanding, making a total of 6,095,557 shares of the 4-3/4% Preferred Stock, the Preferred Stock and the Common Stock present at the meeting in person or represented by proxy out of the total number of 6,133,698 shares of the 4-3/4% Preferred Stock, the Preferred Stock and the Common Stock of said Corporation outstanding, constituting the presence in person or by proxy of more than 40% and, in fact, more than 99.3% of the total number of shares of the 4-3/4% Preferred Stock, the Preferred Stock and the Common Stock of said Corporation outstanding, and being a quorum for all purposes. (2) Proposal 1 to amend the Restated Articles of Incorporation of said New Orleans Public Service Inc. as set forth hereinabove was adopted (A) by the affirmative vote of 64,430 shares of the 4-3/4% Preferred Stock voting as a class, being more than two-thirds and, in fact, more than 82.8% of the total number of shares (77,798) of the 4-3/4% Preferred Stock outstanding as aforesaid, with 120 shares of the 4-3/4% Preferred Stock being voted against said Proposal 1 in such class vote; and (B) by the affirmative vote of 5,935,900 shares of the Common Stock voting as a class, being 100% of the total number of shares of the Common Stock outstanding, with no shares of the Common Stock being voted against said Proposal 1 in such last mentioned class vote. (3) Proposal 2 to amend the Restated Articles of Incorporation of said New Orleans Public Service Inc. as set forth hereinabove was adopted (A) by the affirmative vote of 56,662 shares of the 4-3/4% Preferred Stock voting as a class, being more than two-thirds and, in fact, more than 72.8% of the total number of shares (77,798) of the 4-3/4% Preferred Stock outstanding as aforesaid, with 7638 shares of the 4-3/4% Preferred Stock being voted against said Proposal 2 in such class vote; (B) by the affirmative vote of 82,628 shares of the Preferred Stock voting as a class, being more than two-thirds and, in fact, more than 68.8% of the total number of shares (120,000) of the Preferred Stock outstanding as aforesaid, with 10,885 shares of the Preferred Stock being voted against said Proposal 2 in such class vote; and (C) by the affirmative vote of 5,935,900 shares of the Common Stock voting as a class, being 100% of the total number of shares of the Common Stock outstanding, with no shares of the Common Stock being voted against said Proposal 2 in the last mentioned class vote. (4) The Restated Articles of Incorporation of said New Orleans Public Service Inc. were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as amended as hereinabove set forth, relating in any way to the shares of stock of said Corporation are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 27th day of February, 1980. NEW ORLEANS PUBLIC SERVICE INC. BY: /s/ James M. Cain James M. Cain, President BY: /s/ William C. Nelson William C. Nelson, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA ) ) SS.: PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally came and appeared James M. Cain and William C. Nelson, to me known and known to me to be the President and the Secretary, respectively, of New Orleans Public Service Inc. and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said New Orleans Public Service Inc., as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President NEW ORLEANS PUBLIC SERVICE INC. /s/ William C. Nelson William C. Nelson, Secretary NEW ORLEANS PUBLIC SERVICE INC. Sworn to and subscribed before me at New Orleans, Louisiana, on this 27th day of February, 1980. Notary Public ARTICLES OF AMENDMENT to the RESTATED ARTICLES OF INCORPORATION of NEW ORLEANS PUBLIC SERVICE INC. On March 19, 1980, the shareholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, by resolutions unanimously adopted by all the shareholders of said corporation entitled to vote on the matter, amended Article FIFTH of the Restated Articles of Incorporation of said corporation as follows: (1) The first three paragraphs of Article FIFTH are amended to be and to read in their entirety as follows: "FIFTH: The amount of the capital stock of the Corporation shall be Seventy-Seven Million Four Hundred Nine Thousand Eight Hundred Dollars ($77,409,800), together with the aggregate par value of capital stock issued after September 1, 1969, by this Corporation as hereinafter provided. "The total authorized number of shares of capital stock that may be issued by the Corporation shall be 7,347,798 shares, of which 7,000,000 shares shall have a par value of $10 per share and 347,798 shares shall have a par value of $100 per share. "The shares of capital stock hereby authorized to be issued shall be divided among the following classes: 7,000,000 shares of $10 par value per share shall be Common Stock; 77,798 shares of $100 par value per share shall be 4- 3/4% Preferred Stock (hereinafter sometimes referred to as the 4-3/4% Preferred Stock'): and 270,000 shares of $100 par value per share shall be Preferred Stock (which, together with such additional shares thereof as may be hereafter authorized, is hereinafter sometimes referred to as the 'Preferred Stock')." (2) The first paragraph of Section II of Article FIFTH is amended to be and to read in its entirety as follows: "The Preferred Stock shall be issuable in one or more series from time to time and the shares of each series shall have the same rank and be identical with each other and shall have the same relative rights, except with respect to amounts payable on voluntary liquidation as specified in Section (F) below and to the following characteristics: (a) The number of shares to constitute each such series and the distinctive designation thereof; (b) The annual rate or rates of dividends payable on shares of such series, the dates on which dividends shall be paid in each year, and the date from which such dividends shall commence to accumulate: (c) The amount or amounts payable upon redemption thereof; and (d) The terms and amount of sinking fund requirements (if any) for the purchase or redemption of each series of the Preferred Stock other than the initial series and the second series of the Preferred Stock; which different characteristics of clauses (a), (b), (c), and (d) above are set forth below. The initial series of the Preferred Stock shall: (a) consist of 60,000 shares and be designated "4.36% Preferred Stock"; (b) have a dividend rate of Four and 36/100 Dollars ($4.36) per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year; such dividends shall accumulate on each share from the quarterly dividend payment date next preceding the date of the original issue of such share, unless such stock shall be issued on a quarterly dividend payment date and in such case from said date. The first quarterly dividend shall be payable on April 1, 1956, and shall be cumulative from January 1, 1956; and (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of One Hundred Seven and 08/100 Dollars ($107.08) per share if redeemed on or before January 1, 1961, of One Hundred Six and 08/100 Dollars ($106.08) per share if redeemed after January 1, 1961, and on or before January 1, 1966, and of One Hundred Four and 58/100 Dollars ($104.58) per share if redeemed after January 1, 1966, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. The second series of the Preferred Stock shall: (a) consist of 60,000 shares and be designated "5.56% Preferred Stock"; (b) have a dividend rate of Five and 56/100 Dollars ($5.56) per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year; such dividends shall accumulate on each share from and including April 26, 1967. The first dividend shall be payable on July 1, 1967, and shall be cumulative from and including April 26, 1967; and (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of One Hundred Six and 65/100 Dollars ($106.65) per share if redeemed on or before April 1, 1972, of One Hundred Four and 09/100 Dollars ($104.09) per share if redeemed after April 1, 1972, and on or before April 1, 1977, and of One Hundred Two and 59/100 Dollars ($102.59) per share if redeemed after April 1, 1977, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption. The third series of the Preferred Stock shall: (a) consist of 150,000 shares and be designated "15.44% Preferred Stock"; (b) have a dividend rate of Fifteen and 44/100 Dollars ($15.44) per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year; such dividends shall accumulate on each share from and including March 27, 1980. The first dividend shall be payable on July 1, 1980, and shall be cumulative from and including March 27, 1980; (c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of One Hundred Fifteen and 44/100 Dollars ($115.44) per share if redeemed on or before March 1, 1985 (except that no share of the 15.44% Preferred Stock shall be redeemed prior to March 1, 1985 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 15.44% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than 15.7341% per annum), of (One Hundred Eleven and 58/100 Dollars ($111.58) per share if redeemed after March 1, 1985, and on or before March 1, 1990, of One Hundred Seven and 72/100 Dollars ($107.72) per share if redeemed after March 1, 1990, and on or before March 1, 1995, and of One Hundred Three and 86/100 Dollars ($103.86) per share if redeemed after March 1, 1995, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and (d) without the vote of the issued and outstanding Common Stock, be subject to redemption as and for a sinking fund as follows: on March 1, 1985 and on each March 1 thereafter (each such date being hereinafter referred to as a "Third Series Sinking Fund Redemption Date"), for so long as any shares of the 15.44% Preferred Stock shall remain outstanding, the Corporation shall redeem, out of funds legally available therefor and otherwise in the manner provided herein with respect to the Preferred Stock, 7,500 shares of the 15.44% Preferred Stock (or the number of shares then outstanding if less than 7,500) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Corporation so to redeem the shares of the 15.44% Preferred Stock being hereinafter referred to as the "Third Series Sinking Fund Obligation"); the Third Series Sinking Fund Obligation shall be cumulative; if on any Third Series Sinking Fund Redemption Date the Corporation shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the Third Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive Third Series Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any Third Series Sinking Fund Redemption Date, the funds of the Corporation legally available for the satisfaction of the Third Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 15.44% Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to perrnit the Corporation to satisfy fully its Total Sinking Fund Obligation on that date, the Corporation shall apply to the satisfaction of its Third Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such Third Series Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the Third Series Sinking Fund Obligation the Corporation shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors, on each Third Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 7,500 additional shares of the 15.44% Preferred Stock; the Corporation shall be entitled, at its election, to credit against its Third Series Sinking Fund Obligation on any Third Series Sinking Fund Redemption Date any shares of the 15.44% Preferred Stock (including shares of the 15.44% Preferred Stock optionally redeemed at the aforesaid sinking fund redemption price) theretofore redeemed, other than shares of the 15.44% Preferred Stock redeemed pursuant to the Third Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the Third Series Sinking Fund Obligation." The Restated Articles of Incorporation of the said New Orleans Public Service Inc. were amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on March 19, 1980, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, said Unanimous Written Consent having been signed and executed on the date aforesaid by Middle South Utilities, Inc., which was then and is now the sole owner and shareholder of record of 5,935,900 shares of the Common Stock of the said New Orleans Public Service Inc., said 5,935,900 shares being all of the outstanding Common Stock of the said New Orleans Public Service Inc. and said Common Stock having all of the voting power and being all of the capital stock of the said New Orleans Public Service Inc. entitled to vote on the foregoing amendments to its Restated Articles of Incorporation; and in and by said Unanimous Written Consent the said Middle South Utilities, Inc. affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said New Orleans Public Service Inc., the amendment of its Restated Articles of Incorporation as hereinabove set forth. The Restated Articles of Incorporation of said New Orleans Public Service Inc., as heretofore amended, were not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restated Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said New Orleans Public Service Inc. are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 19th day of March. 1980. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ James M. Cain JAMES M. CAIN, President By: /s/ William C. Nelson WILLIAM C. NELSON. Secretary ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and WILLIAM C. NELSON, to me known and known to me to be the President and the Secretary, respectively, of NEW ORLEANS PUBLIC SERVICE INC. and the persons who executed the foregoing instrument in such capacities, and who, after being first duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of New Orleans Public Service Inc., as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President New Orleans Public Service Inc. /s/ William C. Nelson William C. Nelson, Secretary New Orleans Public Service Inc. Sworn to and subscribed before me at New Orleans, Louisiana, on this l9th day of March, 1980. Notary Public STATEMENT OF CHANGE OF REGISTERED AGENT FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC. UNITED STATES OF AMERICA STATE OF LOUISIANA To the Secretary of State: Pursuant to the provisions of R.S. 12:104, the undersigned corporation, organized under the laws of the State of Louisiana, herewith submits the following for the purpose of giving notice of the termination of authority of a certain agent for service of process in this state. The current list of agents for service of process is: James M. Cain, President John H. Chavanne, Vice President and Treasurer Sherwood A. Cuyler, Vice President 317 Baronne Street, Hero J. Edwards, Jr., Vice President New Orleans, Louisiana Malcolm L. Hurstell, Vice President 70112 William C. Nelson, Vice President & Secretary Donald F. Schultz, Vice President Mr. A. J. Brodtmann previously listed in the Company's 1979 Annual Report to the Secretary of State as serving as an agent for service of process on behalf of the Company has resigned, effective November 1, 1980. The above list of agents for service of process conforms with the requirements set forth in Article THIRD of the Company's Restatement of Articles of Incorporation, dated September 30, 1969, which said Article Third has not been since amended and a certified copy of said Restatement was filed with the Recorder of Mortgages, Orleans Parish, at MOB 2160, Folio 368 on October 6, 1969. Dated: July 15, 1981 NEW ORLEANS PUBLIC SERVICE INC. By: /s/ Floyd A. Hennen Floyd A. Hennen Title: Corporate Counsel & Assistant Secretary CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 25, 1981 MEETING OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC. Mr. Freeman took the Chair and announced that all directors elected were qualified to serve. He then asked for nominations for the presidency of the Company. On motion duly made and seconded, Mr. James M. Cain, was unanimously elected President. * * * * * * * * * * * * * * Whereupon, on motion duly made and seconded, it was unanimously RESOLVED, that the following named persons be, and hereby are elected to the offices of the Company appearing after their respective names for the ensuing year ending May 24, 1982: John H. Chavanne, Vice President and Treasurer Sherwood A. Cuyler, Vice President - Public and Regulatory Affairs Hero J. Edwards, Jr., Vice President - Operations Malcolm L. Hurstell, Vice President - Engineering and Production William C. Nelson, Vice President - Administration and Legal, and Secretary Donald P. Schultz, Vice President - Corporate Communications Sterling F. Ohlmeyer, Assistant Treasurer Floyd A. Hennen, Assistant Secretary Edwin A. Lupberger, Assistant Secretary & Assistant Treasurer Rodney J. Estrade, Assistant Secretary & Assistant Treasurer -------------------------------------- I, the undersigned, Secretary of New Orleans Public Service Inc., hereby certify that the above and foregoing is a true and correct copy of excerpts from the minutes of the May 25, 1981 meeting of the Board of Directors of said Company duly called, convened and held at its office in the City of New Orleans, at which a quorum was present and acted throughout; that the resolutions therein contained were unanimously adopted by the vote of said Board, have not been altered, amended or repealed and are in full force and effect at the date hereof. I hereby further certify that the individuals named in the above and foregoing resolutions as President, Vice Presidents and Secretary also are agents for the service of process pursuant to the provisions of Article THIRD of the Company's Restatement of Articles of Incorporation, dated September 30, 1969, which said Article THIRD has not been since amended and a certified copy of said Restatement as filed with the Recorder of Mortgages, Orleans Parish, at MOB 2160, Folio 368 on October 6, 1969. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company at New Orleans, Louisiana, this 15th day of July, 1981. /s/ Floyd A. Hennen Assistant Secretary ARTICLES OF AMENDMENT to the RESTATEMENT OE ARTICLES OF INCORPORATION, AS AMENDED, of NEW ORLEANS PUBLIC SERVICE INC. On January 23, 1984, the shareholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended the first sentence of Article SIXTH of the Restatement of Articles of Incorporation, as amended, of said corporation to read in its entirety as follows: The corporate power of this Corporation shall be vested in, and exercised by, a Board of Directors to be composed of not less than nine (9) nor more than fifteen (15) persons, to be elected annually at the annual meeting of stockholders. The Restatement of Articles of Incorporation, as amended, of the said New Orleans Public Service Inc. was amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on January 23, 1984, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Middle South Utilities, Inc., which was then and is now the sole owner and shareholder of record of 5,935,900 shares of the Common Stock of the said New Orleans Public Service Inc., said 5,935,900 shares being al1 of the outstanding Common Stock of the said New Orleans Public Service Inc. and said Common Stock having all of the voting power and being all of the capital stock of the said New Orleans Public Service Inc. entitled to vote onthe foregoing amendment to its Restatement of Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Middle South Utilities, Inc. affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said New Orleans Public Service Inc., the amendment of its Restatement of Articles of Incorporation, as amended, as hereinabove set forth. These Articles of Amendment are executed on and dated the 23rd day of January , 1984. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ James M. Cain James M. Cain, President By: /s/ William H. Talbot William H. Talbot Corporate Secretary ACKNOWLEDGMENT STATE 0F L0UISIANA ) ) PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally case and appeared JAMES M. CAIN and WILLIAM H. TALBOT, to me known and known to me to be the President and the Corporate Secretary, respectively, of New Orleans Public Service Inc. and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did doolare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said New Orleans Public Service Inc., as its and their free act and deed, being thereunto duly authorized. /s/James M. Cain James M. Cain, President New Orleans Public Service Inc. /s/ William H. Talbot William H. Talbot Corporate Secretary New Orleans Public Service Inc. Sworn to and subscribed before me New Orleans, Louisiana, on this 23rd day of January, 1984. /s/ Melvin I. Schwartzman Notary Public ARTICLES OF AMENDMENT to the RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED, of NEW ORLEANS PUBLIC SERVICE INC. On February 21, 1985, the shareholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended the first three paragraphs of Article FIFTH of the Restatement of Articles of Incorporation, as amended, of said corporation to read in their entirety as follows: FIFTH: The amount of the capital stock of the Corporation shall be Seventy-seven Million Four Hundred Nine Thousand Eight Hundred Dollars ($77,409,800), together with the aggregate par value of capital stock issued after September 1, 1969, by this Corporation as hereinafter provided. The total authorized number of shares of capital stock that may be issued by the Corporation shal1 be 10,347,798 shares, of which 10,000,000 shares shall have a par value of $10 per share and 347,798 shares shall have a par value of $100 per share. The shares of capital stock hereby authorized to be issued shall be divided among the following classes: 10,000,000 shares of $10 par value per share shall be Common Stock; 77,798 shares of $100 par value per share shall be 4-3/4% Preferred Stock (hereinafter sometimes referred to as the "4-3/4% Preferred Stock"); and 270,000 shares of $100 par value per share shall be Preferred Stock (which, together with such additional shares thereor as may be hereafter authorized, is hereinafter sometimes referred to as the "Preferred Stock"). The Restatement of Articles of Incorporation, as amended, of the said New Orleans Public Service Inc. was amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on February 21, 1985, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Middle South Utilities, Inc., which was then and is now the sole owner and shareholder of record of 5,935,900 shares of the Common Stock of the said New Orleans Public Service Inc., said 5,935,900 shares being all of the outstanding Common Stock of the said New Orleans Public Service Inc. and said Common Stock having all of the voting power and being all of the capital stock of the said New Orleans Public Service Inc. entitled to vote on the foregoing amendment to its Restatement of Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Middle South Utilities, Inc. affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said New Orleans Public Service Inc., the amendment of its Restatement of Articles of Incorporation, as amended, as hereinabove set forth. The Restatement of Articles of Incorporation of said New Orleans Public Service Inc., as heretofore amended, was not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restatement of Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said New Orleans Public Service Inc. are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 21st day of February, 1985. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ James M. Cain James M. Cain, President By: /s/ W. H. Talbot W. H. Talbot, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA ) ) PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and W. H. TALBOT, to me known and known to me to be the President and the Secretary, respectively, of New Orleans Public Service Inc. and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said New Orleans Public Service Inc., as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President, New Orleans Public Service Inc. /s/ W. H. Talbot W. H. Talbot, Secretary, New Orleans Public Service Inc. Sworn to and subscribed before me at New Orleans, Louisian, on this 21st day of February , 1985. /s/ Melvin I. Schwartzmann Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED, of NEW ORLEANS PUBLIC SERVICE INC. On November 21, 1988, the shareholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended the first three paragraphs of Article FIFTH of the Restatement of Articles of Incorporation, as amended, of said corporation to read in their entirety as follows: FIFTH: The amount of the capital stock of the Corporation shall be Seventy-seven Million Four Hundred Nine Thousand Eight Hundred Dollars ($77,409,800), together with the aggregate par value of capital stock issued after September 1, 1969, by this Corporation as hereinafter provided. The total authorized number of shares of capital stock that may be issued by the Corporation shall be 10,347,798 shares, of which 10,000,000 shares shall have a par value of $4 per share and 347,798 shares shall have a par value of $lO0 per share. The shares of capital stock hereby authorized to be issued shall be divided among the following classes: 10,000,000 shares of $4 par value per share shall be Common Stock; 77,798 shares of $100 par value per share shall be 4 3/4% Preferred Stock (hereinafter sometimes referred to as the "4 3/4% Preferred Stock"); and 270,000 shares of $100 par value per share shall be Preferred Stock (which, together with such additional shares thereof as may be hereafter authorized, is hereinafter sometimes referred to as the "Preferred Stock"). The Restatement of Articles of Incorporation, as amended, of the said New Orleans Public Service Inc. was amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on November 2l, 1988, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Middle South Utilities, Inc., which was then and is now the sole owner and shareholder of record of 8,435,900 shares of the Common Stock of the said New Orleans Public Service Inc., said 8,435,900 shares being all of the outstanding Common Stock of the said New Orleans Public Service Inc. and said Common Stock having all of the voting power and being all of the capital stock of the said New Orleans Public Service Inc. entitled to vote on the foregoing amendment to its Restatement of Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Middle South Utilities, Inc. affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said New Orleans Public Service Inc., the amendment of its Restatement of Articles of Incorporation, as amended, as hereinabove set forth. The Restatement of Articles of Incorporation of said New Orleans Public Service Inc., as heretofore amended, was not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restatement of Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said New Orleans Public Service Inc. are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 21st day of November, 1988. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ James M. Cain James M. Cain, President By: /s/ T. O. Lind Thomas O. Lind, Secretary ACKNOWLEDGMENT STATE OF LOUISIANA ) ) PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and THOMAS O. LIND, to me known and known to me to be the President and the Secretary, respectively, of New Orleans Public Service Inc. and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acklowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said New Orleans Public Service Inc., as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President New Orleans Public Service Inc. /s/ Thomas O. Lind Thomas O. Lind, Secretary New Orleans Public Service Inc. Sworn to and subscribed before me at New Orleans, Louisiana, on this 21st day of November, 1988. /s/ W. Brewer, III Notary Public My commission is issued for life. ARTICLES OF AMENDMENT to the RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED, of NEW ORLEANS PUBLIC SERVICE INC. On June 12 , 1989, the shareholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended the first sentence of the first paragraph of Article SIXTH of the Restatement of Articles of Incorporation, as amended, of said corporation to read in its entirety as follows: SIXTH: The corporate power of this Corporation shall be vested in, and exercised by, a Board of Directors to be composed of not less than seven (7) nor more than fifteen (15) persons, to be elected annually at the annual meeting of stockholders. The Restatement of Articles of Incorporation, as amended, of the said New Orleans Public Service Inc. was amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on June 12, 1989, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Entergy Corporation, which was then and is now the sole owner and shareholder of record of 8,435,900 shares of the Common Stock of the said New Orleans Public Service Inc., said 8,435,900 shares being all of the outstanding Common Stock of the said New Orleans Public Service Inc. and said Common Stock having all of the voting power and being all of the capital stock of the said New Orleans Public Service Inc. entitled to vote on the foregoing amendment to its Restatement of Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Entergy Corporation affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said New Orleans Public Service Inc., the amendment of its Restatement of Articles of Incorporation, as amended, as hereinabove set forth. The Restatement of Articles of Incorporation of said New Orleans Public Service Inc., as heretofore amended, was not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restatement of Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said New Orleans Public Service Inc. are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 12th day of June, 1989. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ James M. Cain James M. Cain, President By: /s/ N. J. Briley N. J. Briley Assistant Secretary ACKNOWLEDGMENT STATE OF LOUISIANA ) ) PARISH OF ORLEANS ) BEFORE ME, the undersigned authority, personally came and appeared JAMES M. CAIN and N. J. BRILEY, to me known and known to me to be the President and the Assistant Secretary, respectively, of New Orleans Public Service Inc. and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said New Orleans Public Inc., as its and their free act and deed, being thereunto duly authorized. /s/ James M. Cain James M. Cain, President New Orleans Public Service Inc. /s/ N. J. Briley N. J. Briley, Assistant Secretary New Orleans Public Service Inc. Sworn to and subscribed before me at New Orleans, Louisiana, on this 12th day of June, 1989. /s/ Mary Hull Tooke Notary Public My commission is issued for life. NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT Name of Corporation: New Orleans Public Service Inc. Registered Office: 639 Loyola Avenue, New Orleans, LA 70113 Name and Address of Registered Agents(s) William M. Brewer, III, 225 Baronne Street, 26th Floor, New Orleans, Louisiana 70112 Thomas O. Lind, 225 Baronne Street, 26th Floor, New Orleans, Louisiana 70112 Mary Hull Tooker, 225 Baronne Street, 26th Floor, New Orleans, Louisiana 70112 Date: April 12, 1993 /s/ J. J. Cordaro To be signed by President, Vice-President, or Secretary NOTE If the registered agent is changed, a copy of the resolution by the Board of Directors of the appointment, certified by the President, Vice-President or Secretary must also accompany this report. ARTICLES OF AMENDMENT TO THE RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED, OF NEW ORLEANS PUBLIC SERVICE INC. On May 5, 1994, the stockholders of New Orleans Public Service Inc., a corporation organized and existing under the laws of the State of Louisiana, by a resolution unanimously adopted by all of the shareholders of said corporation entitled to vote on the matter, amended the first paragraph of Article SIXTH of the Restatement of Articles of Incorporation, as amended, of said corporation to read in its entirety as follows: "SIXTH: The corporate power of this Corporation shall be vested in, and exercised by, a Board of Directors to be composed of not less than three (3) nor more than fifteen (15) persons, to be elected annually at a meeting of stockholders to be held on any date selected by the stockholders. The number of persons, within the foregoing limits, to compose the Board of Directors at any given time, shall be fixed either by the stockholders or by the Board of Directors. A majority of the Board of Directors shall constitute a quorum for the transaction of business unless the By-Laws of this Corporation, adopted by the Board of Directors, shall provide for a lesser number." The Restatement of Articles of Incorporation, as amended, of the said New Orleans Public Service Inc. was amended by its shareholders as aforesaid by the Unanimous Written Consent to such corporate action of all of the shareholders of said corporation entitled to vote thereon, signed and executed on May 5, 1994, in accordance with and pursuant to the authority granted in and by the laws of the State of Louisiana and particularly, but not by way of limitation, Section 76 of Title 12 of the Louisiana Revised Statutes of 1950, as amended, the said Unanimous Written Consent having been signed and executed on the date aforesaid by Entergy Corporation, which was then and is now the sole owner and shareholder of record of 8,435,900 shares of the Common Stock of the said New Orleans Public Service Inc., said 8,435,900 shares being all of the outstanding Common Stock of the said New Orleans Public Service Inc. and said Common Stock having all of the voting power and being all of the capital stock of the said New Orleans Public Service Inc. entitled to vote on the foregoing amendment to its Restatement of Articles of Incorporation, as amended; and in and by said Unanimous Written Consent the said Entergy Corporation affirmatively voted all of said stock in favor of, authorized, consented to, approved and constituted as the corporate action of the said New Orleans Public Service Inc., the amendment of its Restatement of Articles of Incorporation, as amended, as hereinabove set forth. The Restatement of Articles of Incorporation of said New Orleans Public Service Inc., as heretofore amended, was not amended in any other respect than as set forth hereinabove, and all of the provisions of said Restatement of Articles of Incorporation, as heretofore amended and as amended as hereinabove set forth, relating in any way to the shares of stock of said New Orleans Public Service Inc. are incorporated and stated in these Articles of Amendment by reference. These Articles of Amendment are executed on and dated the 21st day of July, 1994. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ Glenn E. Harder Glenn E. Harder, Vice President By: /s/ Christopher T. Screen Christopher T. Screen, Assistant Secretary ACKNOWLEDGMENT STATE OF LOUISIANA PARISH OF ORLEANS BEFORE ME, the undersigned authority, personally came and appeared Glenn E. Harder and Christopher T. Screen, to me known and known to me to be a Vice President and the Assistant Secretary, respectively, of New Orleans Public Service Inc. and the persons who executed the foregoing instrument in such capacities, and who, after first being duly sworn by me, did declare and acknowledge that they signed and executed the foregoing instrument in such capacities for and in the name of the said New Orleans Public Inc., as its and their free act and deed, being thereunto duly authorized. /s/ Glenn E. Harder Glenn E. Harder, Vice President New Orleans Public Service Inc. /s/ Christopher T. Screen Christopher T. Screen, Assistant Secretary New Orleans Public Service Inc. Sworn to and subscribed before me at New Orleans, Louisiana, on this 21st day of July, 1994 /s/ Mary H. Tooke Notary Public My Commission is issued for life. NEW ORLEANS PUBLIC SERVICE INC. Articles of Amendment Pursuant to La. R.S. 12:32 April 22, 1996 The undersigned corporation, pursuant to La. R.S. 12:32, submits the following document and sets forth: 1.The name of the corporation is New Orleans Public Service Inc. 2.As evidenced by the attached Stockholder's Unanimous Written Approval of Amendment, the following amendment, effective April 22, 1996, to the Restatement of Articles of Incorporation, as amended, was proposed by the Board of Directors of New Orleans Public Service Inc. on April 15, 1996, and was unanimously adopted by the stockholder of New Orleans Public Service, Inc. entitled to vote on the amendment on April 22, 1996, in accordance with and in the manner prescribed by the laws of the State of Louisiana and the Restatement of Articles of Incorporation of New Orleans Public Service Inc., as amended: RESOLVED, That the Title and Article First of the Restatement of Articles of Incorporation of New Orleans Public Service Inc. are amended to read as follows: "RESTATEMENT OF ARTICLES OF INCORPORATION OF ENTERGY NEW ORLEANS, INC." "FIRST: The name of the Corporation shall be ENTERGY NEW ORLEANS, INC.", and said Corporation shall have, possess and exercise all the rights, powers, privileges, immunities and franchises of the corporations, parties hereto, and shall be subject to all the duties and obligations of said respective corporations; it shall have, enjoy and be possessed of all the property, real, personal and mixed, of every kind and nature, owned, possessed and enjoyed by or for said corporations, parties hereto; it shall have power to issue bonds and dispose of the same, in such form and denominations and bearing such interest as the Board of Directors may determine, and to secure payment thereof by mortgage of every and all of the property, franchises, rights, privileges and immunities of said Corporation at the time of the consolidation acquired or thereafter to be acquired and of the companies, parties hereto; to do all acts and things which said companies so consolidated or any of them might have done previous to said consolidation, and the further right to consolidate with any other street railway company, electric company or gas light company, or any other consolidated company."; and further RESOLVED, That any additional references to "New Orleans Public Service Inc." in said Restatement of Articles of Incorporation, as amended, be changed to "Entergy-New Orleans, Inc." 3.Pursuant to the Laws of the State of Louisiana and the Restatement of Articles of Incorporation of New Orleans Public Service Inc., as amended, the holders of the outstanding shares of common stock were the only stockholders entitled to vote on the amendment, there being no right to vote on the amendment by the holders of preferred stock of New Orleans Public Service Inc.. 4.The number of shares of common stock of the Corporation outstanding at the time of such adoption was 8,435,900; and the number of shares of common stock entitled to vote thereon was 8,435,900; the number of shares of common stock voting for the amendment was 8,435,900; the number of shares of common stock voting against the amendment was -0- ; the number of shares of preferred stock of the Corporation outstanding at the time of such adoption was 197,796, none of which preferred shares were entitled to vote thereon. Dated the 22nd day of April, 1996. NEW ORLEANS PUBLIC SERVICE INC. By: /s/ Michael G. Thompson Michael G. Thompson Senior Vice President and Secretary By: /s/ Christopher T. Screen Christopher T. Screen Assistant Secretary EX-23 7 Exhibit 23(a) [Letterhead of Clark, Thomas & Winters] CONSENT We consent to the reference to our firm under the heading "Experts" in the Quarterly Report on Form 10-Q being filed on or about the date hereof by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. We further consent to the incorporation by reference in the registration statements of Entergy Gulf States, Inc. on Form S-3 and Form S-8 (File Numbers 2-76551, 2-98011, 33- 49739, and 33-51181) of such reference and Statements of Legal Conclusions. /s/ Clark, Thomas & Winters A Professional Corporation CLARK, THOMAS & WINTERS, A Professional Corporation Austin, Texas May 6, 1996 EX-23 8 Exhibit 23(b) CONSENT We consent to the reference to our firm under the heading "Experts" in the Quarterly Report on Form 10-Q being filed on or about the date hereof by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc. ("Entergy Gulf States"), Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. We further consent to the incorporation by reference of such reference to our firm into Entergy Gulf States' Registration Statements on Form S-3 and Form S-8 (File Numbers 2-76551, 2-98011, 33-49739 and 33-51181) of such reference and Statements. /s/ L. S. Sandlin SANDLIN ASSOCIATES Management Consultants Pasco, Washington May 6, 1996 EX-27 9 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from Entergy's financial statements for the quarter ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 017 ENTERGY CORPORATION AND SUBSIDIARIES 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 16,352,180 750,190 2,427,280 3,719,603 0 23,249,253 2,300 4,201,117 2,042,902 6,203,613 233,755 550,955 7,637,897 322,667 0 0 715,568 0 285,717 150,799 7,148,282 23,249,253 1,598,992 62,586 1,256,589 1,319,175 279,817 (166,256) 113,561 200,633 (87,072) 0 (87,072) 99,714 0 (1,308,718) 0 0
EX-27 10 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from Entergy Arkansas's financial statements for the quarter ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 001 ENTERGY ARKANSAS, INC. 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 2,848,990 189,763 647,240 577,008 0 4,263,001 470 590,794 491,896 1,083,160 49,027 176,350 1,250,122 667 0 0 115,870 0 96,641 54,678 1,436,486 4,263,001 383,081 3,591 341,126 344,717 38,364 6,101 44,465 25,197 19,268 4,458 14,810 0 0 111,783 0 0
EX-27 11 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from Entergy Gulf States' financial statements for the quarter ended March 31, 1996 and is qualified in its entirety by refenence to such financial statements. 003 ENTERGY GULF STATES, INC. 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 4,679,470 64,089 719,828 1,053,186 0 6,516,573 114,055 1,152,592 198,228 1,464,875 83,450 136,444 2,141,303 0 0 0 160,425 0 105,638 37,418 2,387,020 6,516,573 456,631 11,983 379,573 391,556 65,075 (170,322) (105,247) 47,010 (152,257) 7,219 (159,476) 0 0 34,765 0 0
EX-27 12 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from Entergy Louisiana's financial statements for the quarter ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 009 ENTERGY LOUISIANA, INC. 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 3,513,670 78,655 407,035 398,377 0 4,397,737 1,088,900 (4,880) 57,564 1,141,584 92,509 160,500 1,389,283 47,991 0 0 111,258 0 35,516 28,000 1,391,096 4,397,737 417,767 22,528 322,601 345,129 72,638 537 73,175 32,645 40,530 4,915 35,615 14,400 0 88,738 0 0
EX-27 13 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from Entergy Mississippi's financial statements for the quarter ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 010 ENTERGY MISSISSIPPI, INC. 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 1,010,883 11,144 260,790 266,385 0 1,549,202 199,326 (243) 266,139 425,222 8,770 57,881 494,932 17,436 0 0 36,015 0 0 0 508,946 1,549,202 203,902 6,016 173,432 179,448 24,454 225 24,679 11,755 12,924 1,248 11,676 7,700 0 29,724 0 0
EX-27 14 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from Entergy New Orleans' financial statements for quarter ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 011 ENTERGY NEW ORLEANS, INC. 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 290,370 3,259 164,921 149,829 0 608,379 33,744 36,294 80,155 150,193 0 19,780 168,839 0 0 0 42,000 0 0 0 227,567 608,379 122,888 3,985 107,136 111,121 11,767 550 12,317 4,282 8,035 241 7,794 3,300 0 (2,890) 0 0
EX-27 15 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
UT This schedule contains summary financial information extracted from SERI's financial statements for quarter ended March 31, 1996 and is qualified in its entirety by reference to such financial statements. 012 SYSTEM ENERGY RESOURCES, INC. 1,000 3-MOS DEC-31-1995 MAR-31-1996 PER-BOOK 2,630,740 43,770 204,122 557,664 0 3,436,296 789,350 0 75,151 864,501 0 0 1,221,152 0 0 0 250,000 0 34,033 28,000 1,038,610 3,436,296 156,424 20,692 73,486 94,178 62,246 874 63,120 39,590 23,530 0 23,530 23,300 0 67,667 0 0
EX-99 16
Exhibit 99(a) Entergy Arkansas, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1991 1992 1993 1994 1995 1996 Fixed charges, as defined: Interest on long-term debt $133,854 $120,317 $107,771 $101,439 $102,339 $100,175 Interest on notes payable -- 117 349 1,311 678 803 Amortization of expense and premium on debt-net(cr) 1,112 1,359 2,702 4,563 4,514 4,580 Other interest 1,303 2,308 8,769 3,501 7,806 5,594 Interest applicable to rentals 21,969 17,657 16,860 19,140 18,158 19,330 ----------------------------------------------------------- Total fixed charges, as defined 158,238 141,758 136,451 129,954 133,495 130,482 Preferred dividends, as defined (a) 31,458 32,195 30,334 23,234 27,636 27,424 ----------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $189,696 $173,953 $166,785 $153,188 $161,131 $157,906 =========================================================== Earnings as defined: Net Income $143,451 $130,529 $205,297 $142,263 $136,666 $145,220 Add: Provision for income taxes: Federal & State 44,418 57,089 58,162 83,300 105,964 127,256 Deferred - net 11,048 3,490 34,748 (17,939) (28,225) (45,734) Investment tax credit adjustment - net (1,600) (9,989) (10,573) (36,141) (5,658) (5,380) Fixed charges as above 158,238 141,758 136,451 129,954 133,495 130,482 ----------------------------------------------------------- Total earnings, as defined $355,555 $322,877 $424,085 $301,437 $342,242 $351,844 =========================================================== Ratio of earnings to fixed charges, as defined 2.25 2.28 3.11 2.32 2.56 2.70 =========================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.87 1.86 2.54 1.97 2.12 2.23 =========================================================== - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.
EX-99 17
Exhibit 99(b) Entergy Gulf States, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1991 1992 1993 1994 1995 1996 Fixed charges, as defined: Interest on long-term debt $201,335 $197,218 $172,494 $167,082 $181,994 $180,236 Interest on notes payable 27,953 21,155 19,440 20,203 810 980 Other interest 29,169 26,564 10,561 7,957 8,074 7,845 Amortization of expense and premium on debt-net(cr) 1,999 3,479 8,104 8,892 9,346 9,322 Interest applicable to rentals 24,049 23,759 23,455 21,539 16,648 16,121 ---------------------------------------------------------- Total fixed charges, as defined 284,505 272,175 234,054 225,673 216,872 214,504 Preferred dividends, as defined (a) 90,146 69,617 65,299 52,210 44,651 44,760 ---------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $374,651 $341,792 $299,353 $277,883 $261,523 $259,264 ========================================================== Earnings as defined: Income (loss) from continuing operations before extraordinary items and the cumulative effect of accounting changes $112,391 $139,413 $69,462 ($82,755) $122,919 ($32,973) Add: Income Taxes 48,250 55,860 58,016 (62,086) 63,244 55,781 Fixed charges as above 284,505 272,175 234,054 225,673 216,872 214,504 ---------------------------------------------------------- Total earnings, as defined (b) $445,146 $467,448 $361,532 $80,832 $403,035 $237,312 ========================================================== Ratio of earnings to fixed charges, as defined 1.56 1.72 1.54 0.36 1.86 1.11 ========================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.19 1.37 1.21 0.29 1.54 0.92 ========================================================== (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate. (b) Earnings for the year ended December 31, 1994, for GSU were not adequate to cover fixed charges by $144.8 million. Earnings for the year ended December 31, 1994, and 1996 for GSU were not adequate to cover fixed charges and preferred dividends by $197.1 million and $22.0 million, respectively.
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Exhibit 99(c) Entergy Louisiana, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1991 1992 1993 1994 1995 1996 Fixed charges, as defined: Interest on long-term debt $158,816 $128,672 $124,633 $124,820 $124,507 $122,719 Interest on notes payable -- 150 898 1,948 1,932 2,166 Other interest charges 5,924 5,591 5,706 4,546 5,278 5,294 Amortization of expense and premium on debt - net(cr) 3,282 7,100 5,720 5,130 5,184 5,117 Interest applicable to rentals 11,381 9,363 8,519 8,332 9,332 9,273 --------------------------------------------------------- Total fixed charges, as defined 179,403 150,876 145,476 144,776 146,233 144,569 Preferred dividends, as defined (a) 41,212 42,026 40,779 29,171 32,847 32,436 --------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $220,615 $192,902 $186,255 $173,947 $179,080 $177,005 ========================================================= Earnings as defined: Net Income $166,572 $182,989 $188,808 $213,839 $201,537 $206,005 Add: Provision for income taxes: Federal and State 8,684 36,465 70,552 79,260 114,665 113,593 Deferred Federal and State - net 67,792 51,889 43,017 21,580 8,148 13,043 Investment tax credit adjustment - net 8,244 (1,317) (2,756) (37,552) (5,699) (5,688) Fixed charges as above 179,403 150,876 145,476 144,776 146,233 144,569 --------------------------------------------------------- Total earnings, as defined $430,695 $420,902 $445,097 $421,903 $464,884 $471,522 ========================================================= Ratio of earnings to fixed charges, as defined 2.40 2.79 3.06 2.91 3.18 3.26 ========================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.95 2.18 2.39 2.43 2.60 2.66 ========================================================= - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.
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Exhibit 99(d) Entergy Mississippi, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1991 1992 1993 1994 1995 1996 Fixed charges, as defined: Interest on long-term debt $63,628 $60,709 $52,099 $46,081 $46,241 $46,276 Interest on notes payable 953 36 7 1,348 474 660 Other interest charges 1,444 1,636 1,795 3,581 4,164 3,011 Amortization of expense and premium on debt-net(cr) 1,617 1,685 1,458 1,754 756 668 Interest applicable to rentals 574 521 1,264 1,716 2,173 2,193 ------------------------------------------------------ Total fixed charges, as defined 68,216 64,587 56,623 54,480 53,808 52,808 Preferred dividends, as defined (a) 14,962 12,823 12,990 9,447 9,004 8,540 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $83,178 $77,410 $69,613 $63,927 $62,812 $61,348 ====================================================== Earnings as defined: Net Income $63,088 $65,036 $101,743 $48,779 $68,667 $71,817 Add: Provision for income taxes: Federal and State (1,001) 4,463 54,418 46,884 71,651 78,417 Deferred Federal and State - net 32,491 20,430 539 (26,763) (35,224) (37,510) Investment tax credit adjustment - net (1,634) (1,746) 1,036 (7,645) (1,550) (3,431) Fixed charges as above 68,216 64,587 56,623 54,480 53,808 52,808 ------------------------------------------------------- Total earnings, as defined $161,160 $152,770 $214,359 $115,735 $157,352 $162,101 ======================================================= Ratio of earnings to fixed charges, as defined 2.36 2.37 3.79 2.12 2.92 3.07 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.94 1.97 3.08 1.81 2.51 2.64 ======================================================= - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.
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Exhibit 99(e) Entergy New Orleans, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1991 1992 1993 1994 1995 1996 Fixed charges, as defined: Interest on long-term debt $23,865 $22,934 $19,478 $16,382 $15,330 $15,088 Interest on notes payable -- -- -- 153 130 163 Other interest charges 793 1,714 1,016 1,027 1,723 1,380 Amortization of expense and premium on debt-net(cr) 565 576 598 710 619 591 Interest applicable to rentals 517 444 544 1,245 916 871 ------------------------------------------------------ Total fixed charges, as defined 25,740 25,668 21,636 19,517 18,718 18,093 Preferred dividends, as defined (a) 3,582 3,214 2,952 2,071 1,964 1,775 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $29,322 $28,882 $24,588 $21,588 $20,682 $19,868 ====================================================== Earnings as defined: Net Income $74,699 $26,424 $47,709 $13,211 $34,386 $36,176 Add: Provision for income taxes: Federal and State 8,885 16,575 27,479 22,606 22,465 18,743 Deferred Federal and State - net 36,947 (340) 5,203 (15,674) (1,364) 3,204 Investment tax credit adjustment - net (591) (170) (744) (2,332) (634) (633) Fixed charges as above 25,740 25,668 21,636 19,517 18,718 18,093 ------------------------------------------------------- Total earnings, as defined $145,680 $68,157 $101,283 $37,328 $73,571 $75,583 ======================================================= Ratio of earnings to fixed charges, as defined 5.66 2.66 4.68 1.91 3.93 4.18 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 4.97 2.36 4.12 1.73 3.56 3.80 ======================================================= - ------------------------ (a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate. (b) Earnings for the twelve months ended December 31, 1991 include the $90 million effect of the 1991 NOPSI Settlement.
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Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges March 31, 1991 1992 1993 1994 1995 1996 Fixed charges, as defined: Interest on long-term debt $218,538 $196,618 $184,818 $162,517 $136,916 $137,455 Interest on notes payable -- -- -- 88 473 583 Amortization of expense and premium on debt-net 7,495 6,417 4,520 6,731 6,104 6,083 Interest applicable to rentals 10,007 6,265 6,790 7,546 6,475 6,956 Other interest charges 3,617 1,506 1,600 7,168 8,019 7,565 --------------------------------------------------------- Total fixed charges, as defined $239,657 $210,806 $197,728 $184,050 $157,987 $158,642 ========================================================= Earnings as defined: Net Income $104,622 $130,141 $93,927 $5,407 $93,039 $94,005 Add: Provision for income taxes: Federal and State (26,848) 35,082 48,314 67,477 120,830 126,479 Deferred Federal and State - net 37,168 23,648 60,690 (27,374) (41,871) (45,267) Investment tax credit adjustment - net 63,256 30,123 (30,452) (3,265) (3,466) (3,466) Fixed charges as above 239,657 210,806 197,728 184,050 157,987 158,642 --------------------------------------------------------- Total earnings, as defined $417,855 $429,800 $370,207 $226,295 $326,519 $330,393 ========================================================= Ratio of earnings to fixed charges, as defined 1.74 2.04 1.87 1.23 2.07 2.08 =========================================================
EX-99 22 Exhibit 99(j) [LETTERHEAD OF CLARK, THOMAS & WINTERS] May 6, 1996 Entergy Gulf States, Inc. 639 Loyola Avenue New Orleans, LA 70112 Attn: Scott Forbes Re: SEC Form 10-Q of Entergy Gulf States, Inc. (the "Company") for the quarter ending March 31, 1996 Dear Mr. Forbes: Our firm has rendered to the Company two opinion letters dated September 30, 1992 and August 8, 1994, concerning certain issues presented in the appeal of PUCT Docket No. 7195 now pending in the Texas Third District Court of Appeals. In connection with the above-referenced Form 10-Q, we confirm to you as of the date hereof that we continue to hold the opinions set forth in the letter dated August 8, 1994 and in the September 30, 1992 letter which addressed the recovery of $1.45 billion of abeyed construction costs. CLARK, THOMAS & WINTERS A Professional Corporation /s/ Clark, Thomas & Winters, A Professional Corporation _______________________________ The opinion letters dated September 30, 1992 indicate that the amount of River Bend plant costs held in abeyance was $1.45 billion. The more correct amount, as indicated by the Company in its securities filings to which those opinions related, is $1.4 billion. -----END PRIVACY-ENHANCED MESSAGE-----