-----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, BzJI1zeDWPLk5KqD7geWWbaN0RiSWsH0+u2F/EJlR0LLN7wJKqQRMRAjUL+iy/iA TBRvp5WkW9OY4aepvDdv8g== 0000092122-99-000045.txt : 19990504 0000092122-99-000045.hdr.sgml : 19990504 ACCESSION NUMBER: 0000092122-99-000045 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 43 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: SEC FILE NUMBER: 001-03526 FILM NUMBER: 99609212 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 U5S 1 FORM U5S 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------------- FORM U5S ANNUAL REPORT For the Fiscal Year Ended December 31, 1998 Filed pursuant to the Public Utility Holding Company Act of 1935 by THE SOUTHERN COMPANY 270 PEACHTREE STREET, N. W. ATLANTA, GEORGIA 30303 THE SOUTHERN COMPANY FORM U5S 1998 TABLE OF CONTENTS ITEM PAGE NUMBER 1. System Companies and Investments Therein as of December 31, 1998 1 2. Acquisitions or Sales of Utility Assets 7 3 Issue, Sale, Pledge, Guarantee or Assumptions of System Securities 7 4. Acquisition, Redemption or Retirement of System Securities 8 5. Investments in Securities of Nonsystem Companies 10 6. Officers and Directors 11 7. Contributions and Public Relations 50 8. Service, Sales and Construction Contracts 53 9. Wholesale Generators and Foreign Utility Companies 54 10. Financial Statements and Exhibits A i ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998. Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands THE SOUTHERN COMPANY (SOUTHERN) None None n/a n/a ALABAMA POWER COMPANY (ALABAMA) 5,608,955 100 $2,784,067 $2,784,067 Alabama Energy Providers, Inc. 1,000 100 1 1 Alabama Property Company 1,000 100 9,935 9,935 Alabama Power Capital Trust I (ALABAMA TRUST I) n/a n/a 3,000 3,000 Alabama Power Capital Trust II (ALABAMA TRUST II) n/a n/a 6,186 6,186 Southern Electric Generating Company (SEGCO) (a) 164,000 50 24,360 24,360 ENERGIA DE NUEVO LEON, S. A. DE C. V. 358 33 1/3 - - GEORGIA POWER COMPANY (GEORGIA) 7,761,500 100 3,,784,172 3,784,172 SEGCO (a) 164,000 50 24,360 24,360 Piedmont-Forrest Corporation (PIEDMONT) 100,000 100 7,667 7,667 13,273 (b) 13,273 Georgia Power LP Holdings Corp. (GEORGIA POWER HOLDINGS) 500 100 - - Georgia Power Capital, L.P. (GEORGIA CAPITAL) n/a n/a 4,165 4,165 Georgia Power Capital Trust I (GEORGIA TRUST I) n/a n/a 8,171 8,171 Georgia Power Capital Trust II (GEORGIA TRUST II) n/a n/a 6,218 6,218 Georgia Power Capital Trust III (GEORGIA TRUST III) n/a n/a 6,557 6,557
1
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998. (Continued) Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands GULF POWER COMPANY (GULF) 992,717 100 427,652 427,652 Gulf Power Capital Trust I (GULF TRUST I) n/a n/a 1,418 1,418 Gulf Power Capital Trust II (GULF TRUST II) n/a n/a 1,493 1,493 MISSISSIPPI POWER COMPANY (MISSISSIPPI) 1,121,000 100 391,231 391,231 Mississippi Power Capital Trust I (MISSISSIPPI TRUST I) n/a n/a 1,082 1,082 Mississippi Power Services, Inc. 100 100 10 10 MOBILE ENERGY SERVICES HOLDINGS, INC. (MESH) 1,000 100 19,333 19,333 Mobile Energy Services Company, LLC (MESCO) n/a 99 74,178 74,178 POWERCALL, INC. 1,000 100 2,111 2,111 SAVANNAH ELECTRIC AND POWER COMPANY (SAVANNAH) 10,844,635 100 175,865 175,865 Savannah Electric and Power Capital Trust I (SAVANNAH ELECTRIC TRUST I) n/a n/a 1,242 1,242 SOUTHERN ENERGY, INC. (Southern Energy) 1,000 100 2,661,113 2,661,113 ASOCIADOS DE ELECTRICIDAD 11,999 (c) (d) (d) SEI Y ASOCIADOS DE ARGENTINA S. A. 9,840,000 (c) (d) (d) Hidroelectrica Alicura, S. A. 166,380,000 (c) (d) (d) SOUTHERN COMPANY CAPITAL FUNDING, INC. n/a 100 53,142 53,142 SOUTHERN ELECTRIC, INC. 1,000 100 17 17
2 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998. (Continued)
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands SOUTHERN ENERGY FINANCE COMPANY, INC. 1,000 100 139,969 139,969 EPZ Lease, Inc. 1,000 (c) (d) (d) EPZ Lease, L.L.C. None (c) (d) (d) EPZ Lease Holding A, L.L.C. None (c) (d) (d) EPZ Lease Holding B, L.L.C. None (c) (d) (d) EPZ Lease Holding C, L.L.C. None (c) (d) (d) Dutch Gas Lease, Inc. 1,000 (c) (d) (d) Dutch Gas Lease, L.L.C. None (c) (d) (d) Dutch Gas Lease Holding A, L.L.C. None (c) (d) (d) Dutch Gas Lease Holding B, L.L.C. None (c) (d) (d) Dutch Gas Lease Holding C, L.L.C. None (c) (d) (d) Southern Energy Clairton, Inc. 1,000 (c) (d) (d) Southern Energy Clairton, L.L.C. 1,000 (c) (d) (d) Southern Energy Clairton 2, Inc. 1,000 (c) (d) (d) Southern Energy Carbontronics, Inc. 1,000 (c) (d) (d) Southern Energy Carbontronics, L.L.C. 1,000 (c) (d) (d) SOUTHERN ENERGY RESOURCES, INC. (Southern Resources) 1,000 100 131,652 131,652 SEI Operadora de Argentina, S. A. 11,999 (c) (d) (d) Southern Electric International- Asia, Inc 1,000 (c) (d) (d) Southern Electric International, GmbH 500 (c) (d) (d) SOUTHERN ENERGY INTERNATIONAL, 1,000 100 2,536,921 2,536,921 INC. CAYMAN ENERGY TRADERS 1 (c) (d) (d) Southern Electric do Brazil Participacoes, Ltda n/a (c) (d) (d) Companhia Energetica de Minas Gerais n/a (c) (d) (d) SOUTHERN ELECTRIC INTERNATIONAL FINANCE, INC 1,000 (c) (d) (d) SOUTHERN ELECTRIC INTERNATIONAL NETHERLANDS B.V. 1,000 (c) (d) (d) SE CHINA INVESTMENTS, INC, 1,000 (c) (d) (d) Southern Energy Mauritius Limited 1,000 (c) (d) (d SEMAR Limited 1,000 (c) (d) (d) Southern Energy Newco Limited 1,000 (c) (d) (d) SEI BRAZIL HOLDINGS, INC. 1,000 (c) (d) (d) SEI SOUTH AMERICA, INC. 1,000 (c) (d) (d) SOUTHERN ENERGY CARIBE, LTD. 1,000 (c) (d) (d)
3 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998 (Continued)
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands SOUTHERN ENERGY - ASIA, INC. 1,000 100 1,498,577 1,498,577 Consolidated Electric Power Asia Limited (CEPA) 1,066,124,419 (c) (d) (d) Southern Energy Asia Ventures, Inc. 1,000 (c) (d) (d) SOUTHERN ENERGY DO BRAZIL, LTDA n/a 99.85 50 50 SOUTHERN ENERGY E ASSOCIADOS PARTICIPACOES, S.A. n/a 100 81,000 81,000 SOUTHERN ENERGY - NEWCO 2, INC. 1,000 100 177,491 177,491 SEI Chile, S. A. 999 (c) (d) (d) Empresa Electrica del Norte Grande, S. A. (Edelnor) 158,643,607 (c) (d) (d) Sitranor S. A. n/a (c) (d) (d) Energia del Pacifico S. A. 1,000 (c) (d) (d) Gasoducto Nor Andino Argentina, S.A. 3,600,000 (c) (d) (d) Gasoducto Nor Andino S.A. n/a (c) (d) (d) SEI Beteiligungs GmbH 1 (c) (d) (d) P. T. Tarahan Power Company n/a (c) (d) (d) Southern Electric Bahamas Holdings, Ltd. 1,000 100 40,171 40,171 Southern Electric Bahamas, Ltd. 5,000 (c) (d) (d) ICD Utilities Limited 2,500,000 (c) (d) (d) Freeport Power Company Limited 910,809 (c) (d) (d) SEI WORLDWIDE HOLDINGS, INC. 1,000 (c) (d) (d) SEI Worldwide Holdings (Germany) GmbH 3 (c) (d) (d) SEI GERMANY BEWAG, INC. 1,000 (c) (d) (d) SEI Worldwide Holdings (Germany) GmbH 3 (c) (d) (d) Southern Energy Development Europa GmbH 1,000 (c) (d) (d) Southern Energy Holdings Beteiligungs gesellschaft mbH 3 (c) (d) (d) BEWAG 29,120,002 (c) (d) (d)
4 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998 (Continued)
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands SOUTHERN ENERGY- EUROPE, INC. 1,000 100 296,275 296,275 The Southern Company - Europe plc 50,000 (c) (d) (d) Southern Energy Development - Europe Limited 2 (c) (d) (d) Southern Energy Development Hungaria L.L.C. 1,000 (c) (d) (d) Southern Energy UK Generation Limited 100 (c) (d) (d) Southern Energy Netherlands Ltd. 55 (c) (d) (d) Southern Electric International - Europe, Inc. 1,000 (c) (d) (d) SWEB Holdings UK 12,184,716 (c) (d) (d) SWEB Holdings Limited 150,000 (c) (d) (d) Southern Investments UK plc 500,400,587 (c) (d) (d) South Western Electricity plc 113,989,525 (c) (d) (d) SOUTHERN ELECTRIC INTERNATIONAL TRINIDAD, INC. 1,000 100 37,666 37,666 The Power Generation Company of Trinidad and Tobago Limited 188,370,000 (c) (d) (d) SOUTHERN ENERGY NORTH AMERICA, INC. 500 100 333,236 333,236 SEI Birchwood, Inc. 1,000 (c) (d) (d) Birchwood Power Partners, L. P. n/a (c) (d) (d) Greenhost, Inc. 50 50 (d) (d) SEI Hawaiian Cogenerators, Inc. 1,000 (c) (d) (d) SEI New England Holding Corp. 1,000 (c) (d) (d) Southern Energy New England, L.L.C. 1,000 (c) (d) (d) Southern Energy Canal, L.L.C. 1,000 (c) (d) (d) Southern Energy Kendall, L.L.C. 1,000 (c) (d) (d) Southern Energy Canal III, Inc. 1,000 (c) (d) (d) Newington Energy L.L.C. 1,000 (c) (d) (d) SEI New England, Inc. 1,000 (c) (d) (d) Southern Energy Canal, L.L.C. 1,000 (c) (d) (d) Southern Energy New England, L.L.C. 1,000 (c) (d) (d) SEI State Line, Inc. 1,000 (c) (d) (d) State Line Holding Corporation 1,000 (c) (d) (d) State Line Energy, L.L.C. n/a (c) (d) (d) SEI Wisconsin Holdings, Inc. 1,000 (c) (d) (d) SEI Wisconsin, L.L.C. 1,000 (c) (d) (d) Southern Energy California, Inc. 1,000 (c) (d) (d) Southern Energy Potrero, L.L.C. 1,000 (c) (d) (d) Southern Energy Delta, L.L.C. 1,000 (c) (d) (d) Southern Energy Bay Area Investments, Inc. 1,000 (c) (d) (d) Southern Energy Potrero, L.L.C. 1,000 (c) (d) (d) Southern Energy Delta, L.L.C. 1,000 (c) (d) (d) Southern Energy - Cajun, Inc. 10,000 (c) (d) (d) Louisiana Generating L.L.C. n/a (c) (d) (d) Southern Energy Texas (G.P.), Inc. 1,000 (c) (d) (d) Southern Energy Central Texas, L.P. 1,000 (c) (d) (d)
5 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998 (Continued)
Name of Company Number of Percentage Issuer (Add abbreviation Common of Voting Book Owner's used herein) Shares Owned Power Value Book Value In Thousands SOUTHERN ENERGY NORTH AMERICA, INC. (continued) Southern Energy Southwest Investments, Inc. 1,000 (c) (d) (d) Southern Energy Ventures, Inc. 1,000 (c) (d) (d) Southern Energy Trading and Marketing, Inc. 1,000 (c) (d) (d) Southern Energy Retail Trading and Marketing, Inc. 1,000 (c) (d) (d) Southern Energy Wichita Falls, L.P. 1,000 (c) (d) (d) Southern Energy New York G.P., Inc. 1,000 (c) (d) (d) Southern Energy Hudson Valley Investments, Ltd. 1,000 (c) (d) (d) Southern Energy Bowline, L.L.C. 1,000 (c) (d) (d) Southern Energy Lovett, L.L.C. 1,000 (c) (d) (d) Southern Energy NY - Gen L.L.C. 1,000 (c) (d) (d) SC Energy Ventures, Inc. 1,000 (c) (d) (d) Southern Company Energy Marketing L.P. n/a (c) (d) (d) SC Ashwood Holding, Inc. 1,000 (c) (d) (d) Southern Company Energy Marketing G.P., L.L.C. n/a (c) (d) (d) SOUTHERN COMPANY SERVICES, INC. (SCS) 14,500 100 875 875 SOUTHERN COMMUNICATIONS SERVICES, INC. (Southern LINC) 500 100 92,936 92,936 46,666 (e) 46,666 SOUTHERN ELECTRIC RAILROAD COMPANY (SERC) 5,000 100 5 5 SOUTHERN NUCLEAR OPERATING COMPANY, INC. (Southern Nuclear) 1,000 100 2,049 2,049 5,000 (f) 5,000 SOUTHERN TELECOM, INC. 1,000 100 7,947 7,947 SOUTHERN COMPANY ENERGY SOLUTIONS, INC. (Energy 500 100 24,799 24,799 Solutions)
6 ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1998 (Continued) Notes to Item 1: (a) SEGCO is 50% owned by ALABAMA and 50% owned by GEORGIA. The amounts shown reflect the respective ownership interests of each company. (b) Promissory note due on demand; interest rate, based on GEORGIA's embedded cost of capital, was 9.74% at January 1, 1999. (c) This information is contained in Item 9, Part I(a). (d) This information is filed confidentially pursuant to Rule 104. (e) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 4.48%. (f) Unsecured notes payable due on or before December 31, 2000 at an end-of-year interest rate of 5.33%. (g) The new companies formed in 1998 were all incorporated in the state of Delaware and are listed below. Southern Energy Ventures, Inc. was formed in January 1998. Southern Energy Asia Ventures, Inc. was formed in February 1998. SE China Investments, Inc.; Southern Energy Canal, LLC; Southern Energy Kendall, LLC; Southern Energy New England, LLC; SEI New England Holding Corp.; and SEI New England, Inc. were formed in May 1998. Southern Energy Carbontronics, Inc.; Southern Energy Carbontronics, LLC and Southern Energy - Europe, Inc. were formed in June 1998. Southern Energy Caribe, Ltd.; SEI Wisconsin, LLC; and SEI Wisconsin Holdings, Inc. were formed in July 1998. SEI Brazil Holdings, Inc. and SEI South America, Inc. were formed in August 1998. Southern Energy Southwest Investments, Inc.; Southern Energy Wichita Falls, LP and Southern Energy Texas (G.P.) Inc. were formed in September 1998. Southern Energy Europe Investments, Inc.; Southern Energy Canal III, Inc.; Southern Energy Potrero, LLC; Southern Energy Delta, LLC; Southern Energy Bay Area Investments, Inc.; Southern Energy California,Inc.; Southern Energy Netherlands, Ltd.; Southern Energy New York GP, Inc.; Southern Energy Hudson Valley Investments, Ltd.; Southern Energy Bowline, LLC; and Southern Energy Lovett, LLC were formed in November 1998. Southern Energy Central Texas, L.P. was formed in December 1998. ITEM 2. ACQUISITION OR SALES OF UTILITY ASSETS. NONE. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES. NONE. 7 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
Calendar Year 1998 Name of Company Indicate Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization - ----------------------------------------------------------------------------------------------------------------------------- (See Note) ALABAMA: First Mortgage Bonds > 8.750% Series due 2021 ALABAMA None $148,500,000 $148,500,000 $161,019,784 8.50% Series due 2022 ALABAMA None $198,000,000 $198,000,000 $215,334,350 5.50% Series due 1998 ALABAMA None $50,000,000 $50,000,000 $51,375,000 8.30% Series due 2022 ALABAMA None $99,608,000 $99,608,000 $107,219,434 7.250% Series due 2007 ALABAMA None $175,000,000 $175,000,000 $184,144,965 6.85% Series due 2002 ALABAMA None $100,000,000 $100,000,000 $103,091,389 Preferred Stock 6.40% Series ALABAMA None $50,000,000 $50,000,000 $52,613,909 6.80% Series ALABAMA None $38,000,000 $38,000,000 $39,108,324 Pollution Control Revenue Bonds 6.05% Series B due 2023 ALABAMA None $9,700,000 $9,700,000 $9,999,959 6.05% Series C due 2023 ALABAMA None $87,290,000 $87,290,000 $89,989,322 5.80% Series H due 2022 ALABAMA None $9,800,000 $9,800,000 $10,051,261 GEORGIA: First Mortgage Bonds 7.00% Series due 2000 GEORGIA None $100,000,000 $100,000,000 $100,000,000 7.95% Series due 2023 GEORGIA None $138,250,000 $138,250,000 $138,250,000 5.50% Series due 1998 GEORGIA None $100,000,000 $100,000,000 $100,000,000 7.75% Series due 2023 GEORGIA None $70,000,000 $70,000,000 $70,000,000 6.85% Series due 2002 GEORGIA None $150,000,000 $150,000,000 $150,000,000 Pollution Control Revenue Bonds 5.375% Series due 2005 GEORGIA None $46,790,000 $46,790,000 $46,790,000 5.90% Series due 2024 GEORGIA None $10,000,000 $10,000,000 $10,000,000 5.90% Series due 2024 GEORGIA None $7,000,000 $7,000,000 $7,000,000 6.00% Series due 2018 GEORGIA None $8,375,000 $8,375,000 $8,375,000 6.20% Series due 2022 GEORGIA None $4,100,000 $4,100,000 $4,100,000 6.00% Series due 2018 GEORGIA None $13,725,000 $13,725,000 $13,725,000 Preferred Stock $5.00 Series GEORGIA $11,200 None $11,200 $10,667 $4.92 Series GEORGIA $533,700 None $533,700 $520,032 $4.60 Series GEORGIA $420,300 None $420,300 $361,606 $4.96 Series GEORGIA $25,800 None $25,800 $25,341 $4.60 1962 Series GEORGIA $25,500 None $25,500 $23,228 $4.60 1963 Series GEORGIA $5,000 None $5,000 $4,322 $4.72 Series GEORGIA $110,500 None $110,500 $103,284 $5.64 Series GEORGIA $39,500 None $39,500 $39,452 Series K Variable Rate GEORGIA $0 $40,679,000 $40,679,000 $40,679,000 Series L Variable Rate GEORGIA $0 $64,212,925 $64,212,925 $64,212,925
8 ITEM 4. ACQUISITION, REDEMPTION, OR RETIREMENT OF SYSTEM SECURITIES.
Calendar Year 1998 Name of Company Indicate Name of Issuer and Acquiring, Redeeming Number of Shares or Principal Amount Commission Title of Issue or Retiring Securities Acquired Redeemed Retired Consideration Authorization - ----------------------------------------------------------------------------------------------------------------------------- (See Note) GULF: First Mortgage Bonds > 5.55% Series due 1998 GULF None None $15,000,000 $15,000,000 5.00% Series due 1998 GULF None None $30,000,000 $30,000,000 Preferred Stock 4.64% Series GULF None 50 50 $5,000 6.72% Series GULF None 346,429 346,429 $8,660,725 Adjustable Rate GULF None 31,560 31,560 $789,000 MISSISSIPPI: First Mortgage Bonds 5 3/8% Series due 1998 MISSISSIPPI $0 $35,000,000 $35,000,000 $35,000,000 6 5/8% Series due 2000 MISSISSIPPI $0 $40,000,000 $40,000,000 $40,000,000 Pollution Control Bonds 5.80% Series due 2007 MISSISSIPPI None $20,000 $20,000 $20,000 6.20% Series due 2023 MISSISSIPPI None $13,000,000 $13,000,000 $13,260,000 SAVANNAH: First Mortgage Bonds 8.30% Series due 2022 SAVANNAH None $30,000,000 $30,000,000 $31,528,810 Preferred Stock 6.64% Series SAVANNAH None $35,000,000 $35,000,000 $35,000,000
Note to Item 4: All transactions exempt pursuant to Rule 42(b)(2), (4) or (5) or authorized in File No. 70-8095 or in the respective proceedings relating to the issuance and sale of preferred stock. 9 ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES.
Number of Shares or Carrying Principal Value Name of Owner Name of Issuer Amount Owned to Owner - ------------- -------------- ------------ -------- ALABAMA (one item) (1) 204 shares $1 ALABAMA (four items) (2) $654,000 $654,000 GEORGIA (one item) (3) $4,000,000 $4,000,000 GULF (five items) (1) 165 shares $1 Energy Solutions (one item) (4) 130,381 shares $1 SAVANNAH (one item) (1) 266 shares $1
Notes to Item 5: (1) Securities representing bankruptcy distributions applicable to obligations of customers incurred in the ordinary course of business. (2) Debt securities issued by instrumentalities of political subdivisions within ALABAMA's service area to build promotional industrial buildings that will assist in advancing business and industrial development. (3) Investment made in a private venture capital fund for the purpose of assisting early-stage and high technology companies located principally in the Southeast, with a focus on Georgia-based firms. (See File No. 70-8085.) (4) Represents Energy Solutions investment in Integrated Communication Systems, Inc. (ICS). ICS is engaged in providing two-way communications over local telephone lines for a wide range of energy-related services in the residential and small commercial markets. 10 ITEM 6. OFFICERS AND DIRECTORS. PART I. The following are the abbreviations to be used for principal business address and positions. Principal Business Address Code 270 Peachtree Street Atlanta, GA 30303 (a) 600 North 18th Street Birmingham, AL 35291 (b) 241 Ralph McGill Boulevard, N.E. Atlanta, GA 30308-3374 (c) 500 Bayfront Parkway Pensacola, FL 32501 (d) 900 Ashwood Parkway Suite 500 Atlanta, GA 30338 (e) 2992 West Beach Boulevard Gulfport, MS 39501 (f) 600 East Bay Street Savannah, GA 31401 (g) Suipacha 1111 Piso 18 1368 Buenos Aires, Argentina (h) LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina (i) Apoquindo 3721 Office 114 Las Condes, Chile (j) Avenida Grecia 750 Casilla 1290 Antofagasta, Chile (k) 800 Park Avenue, Aztec West Almondsbury, Bristol BS12 4SE (l) 5555 Glenridge Connector Atlanta, GA 30342 (m) 42 Inverness Center Parkway Birmingham, AL 35242 (n) 40 Inverness Center Parkway Birmingham, AL 35242 (o) Position Code Director D President P Chief Executive Officer CEO Chief Financial Officer CFO Chief Accounting Officer CAO Chief Information Officer CIO Chief Production Officer CPO Senior Executive Vice President SEVP Executive Vice President EVP Senior Vice President SVP Financial Vice President FVP Vice President VP Controller/Comptroller C Counsel L Secretary S Treasurer T General Manager GM Managing Director MD Commissioner M SOUTHERN Name and Principal Address (a) Position John C. Adams D 755 Lee Street P. O. Box 272 Alexander City, AL 35011-0272 A. D. Correll D 133 Peachtree Street, N.E. Atlanta, GA 30303 A. W. Dahlberg D,P,CEO Paul J. DeNicola (c) D,EVP Jack Edwards D P. O. Box 123 Mobile, AL 36601 H. Allen Franklin (c) D,EVP Bruce S. Gordon D 1095 Avenue of the Americas New York, NY 10036 L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Elmer B. Harris (b) D,EVP Zack T. Pate D 700 Galleria Parkway Atlanta, GA 303339 William J. Rushton, III D P. O. Box 2606 Birmingham, AL 35202 Dr. Gloria M. Shatto D P. O. Box 490610 Mount Berry, GA 30149 11 ITEM 6. OFFICERS AND DIRECTORS. PART I. (Continued) SOUTHERN (continued) Name and Principal Address (a) Position Gerald J. St. Pe' D P. O. Box 149 Pascagoula, MS 39568 Herbert Stockham D P. O. Box 130118 Birmingham, AL 35213 W. L. Westbrook FVP,CFO,T Thomas G. Boren (e) SVP Warren Y. Jobe SVP Stephen A. Wakefield SVP,L David R. Altman VP C. Alan Martin VP Charles D. McCrary (b) VP Steven R. Spencer VP Christopher C. Womack VP Dr. W. Robert Woodall, Jr. VP W. Dean Hudson (c) C Tommy Chisholm S ALABAMA Name and Principal Address (b) Position Whit Armstrong D P. O. Box 900 Enterprise, AL 36331 David J. Cooper D 118 N. Royal Street Mobile, AL 36602 A. W. Dahlberg (a) D Peter V. Gregerson, Sr. D 644 Walnut Street Gadsden, AL 35901 Elmer B. Harris D,P,CEO Carl E. Jones, Jr. D P. O. Box 2527 Mobile, AL 36622 Patricia M. King D 1501 South Quintard Avenue Anniston, AL 36201 James K. Lowder D 2000 Interstate Park Drive Suite 400 Montgomery, AL 36109 Wallace D. Malone, Jr. D P. O. Box 2554 Birmingham, AL 35290 Thomas C. Meredith D Chancellor of the University of Alabama 401 Queen City Avenue Tuscaloosa, AL 35401 William V. Muse D Auburn University 107 Samford Hall Auburn, AL 36849 John T. Porter D 1101 Martin L. King, Jr. Dr. S.W. Birmingham, AL 35211 Robert D. Powers D 202 East Broad Street Eufaula, AL 36027 Andreas Renschler D Daimler-Chrysler AG WERK 000 HPCT 103 70546 Stuttgard, Germany C. Dowd Ritter, III D P. O. Box 11007 Birmingham, AL 35288 William J. Rushton, III D P. O. Box 2606 Birmingham, AL 35202 James H. Sanford D 1001 McQueen Smith Road South Prattville, AL 36066 John C. Webb, IV D 125 W. Washington Street Demopolis, AL 36732 Banks H. Farris EVP Michael D. Garrett EVP William B. Hutchins, III EVP,CFO Charles D. McCrary EVP James H. Miller, III SVP Earl B. Parsons, Jr. SVP Michael L. Scott SVP Jacquelyn S. Shaia SVP Christopher C. Womack SVP Art P. Beattie VP,S,T William W. Cooper VP James M. Corbitt VP W. Roy Crow VP Thomas A. Fanning (a) VP C. Stephen Fant VP Robert Holmes, Jr. VP Robin A. Hurst VP C. Alan Martin (a) VP Rodney O. Mundy VP,L Donald W. Reese VP Julian H. Smith, Jr. VP William R. Smith VP Susan N. Story VP Cheryl G. Thompson VP Anthony J. Topazi VP Terry H. Waters VP 12 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) ALABAMA PROPERTY COMPANY Name and Principal Address (b) Position Elmer B. Harris D,P William B. Hutchins, III D,VP Susan N. Story D,VP Art P. Beattie S,C J. Randy DeRieux T ALABAMA ENERGY PROVIDERS, INC. Name and Principal Address (b) Position Rodney O. Mundy D Banks H. Farris D William B. Hutchins, III D Charles D. McCrary D Michael L. Scott D,P Art P. Beattie S,T GEORGIA Name and Principal Address (c) Position Daniel P. Amos D 1932 Wynnton Road Columbus, GA Juanita Baranco D 7060 Jonesboro Road Morrow, GA 30260 A. W. Dahlberg (a) D William A. Fickling, Jr. D P. O. Box 1976 Macon, GA 31202-1976 H. Allen Franklin D,P,CEO L. G. Hardman III D P. O. Box 149 Commerce, GA 30529 Warren Y. Jobe D,EVP James R. Lientz, Jr. D P. O. Box 4899 Atlanta, GA 30302-4899 G. Joseph Prendergast D 191 Peachtree Street, N.E. Atlanta, GA 30303-1757 Herman J. Russell D 504 Fair Street, S.W. Atlanta, GA 30313 Dr. Gloria M. Shatto D P. O. Box 490610 Mount Berry, GA 30149 William Jerry Vereen D P. O. Box 460 Moultrie, GA 31776-0460 Carl Ware D P. O. Box Drawer 1734 Atlanta, GA 30301 William C. Archer, III EVP Gene R. Hodges EVP Charles D. McCrary EVP David M. Ratcliffe EVP,CFO,T Wayne T. Dahlke SVP James K. Davis SVP Robert H. Haubein, Jr. SVP Leonard J. Haynes SVP Fred D. Williams SVP Judy M. Anderson VP,S Robert S. Beason VP Robert L. Boyer VP M. A. Brown VP J. L. Conn VP Fred W. DeMent, Jr. VP Thomas A. Fanning (a) VP A. Bryan Fletcher VP J. Kevin Fletcher VP J. W. George VP Craig S. Lesser VP J. B. Manley VP C. Alan Martin (a) VP J. L. Martin, Jr. VP Cliff Thrasher VP,C,CAO Jeffrey L. Wallace VP Christopher C. Womack VP James A. Wilson VP Dr. W. Robert Woodall, Jr. (a) VP PIEDMONT Name and Principal Address (c) Position H. Allen Franklin D,P David M. Ratcliffe D,EVP,T Judy M. Anderson VP,S GEORGIA POWER HOLDINGS Name and Principal Address (c) Position David M. Ratcliffe D,P,T Judy M. Anderson VP,S Charles O. Rawlins (a) VP SEGCO Name and Principal Address (b) Position Robert L. Boyer (c) D H. Allen Franklin (c) D,VP Elmer B. Harris D,P Robert H. Haubein, Jr. (c) D William B. Hutchins, III D,VP Charles D. McCrary D Earl B. Parsons, Jr. D 13 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) SEGCO (continued) Name and Principal Address (b) Position David M. Ratcliffe D Michael D. Garrett D Art P. Beattie S,T J. Randy DeRieux T GULF Name and Principal Address (d) Position Travis J. Bowden D,P,CEO Paul J. DeNicola (c) D Fred C. Donovan, Sr. D P. O. Box 13370 Pensacola, FL 32591 W. Deck Hull, Jr. D P. O. Box 2266 Panama City, FL 32402 Joseph K. Tannehill D 10 Arthur Drive Lynn Haven, FL 32444 Barbara H. Thames D 1450 Berryhill Road Milton, FL 32570 F. M. Fisher, Jr. VP J. E. Hodges, Jr. VP C. Alan Martin (a) VP Robert G. Moore VP Arlan E. Scarbrough VP,CFO Michael L. Scott (b) VP Christopher C. Womack (a) VP Ronnie R. Labrato C Warren E. Tate S,T ENERGIA de NUEVO LEON, S.A. DE C.V. Name and Principal Address (e) Position Marcelo Canales Clarion D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico William R. Easter D Jean M. Fauvd D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Ismael Garza T. D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Tanenguy Le Marechal D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Raul Rangel Hinojosa D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico Santiago C. Reyes Retana D Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico W. Clay Smith D Andres Gonzalez Sandoval S Lazaro Cardenas 2400 Despacho PD-11 PB Edificia Losoles, Garza Garcia 66220 N. L. Mexico MISSISSIPPI Name and Principal Address (f) Position Paul J. DeNicola (c) D Edwin E. Downer D 7642 Poplar Springs Drive Meridian, MS 39305 Dwight H. Evans D,P,CEO Robert S. Gaddis D P. O. Box 168 Laurel, MS 39440 Aubrey K. Lucas D Box 5164 Hattiesburg, MS 39406 George A. Schloegel D Hancock Bank P. O. Box 4019 Gulfport, MS 39502 Philip J. Terrell D 701 West North Street Pass Christian, MS 39571 Gene Warr D 2600 Beach Boulevard Biloxi, MS 39531 H. Ed Blakeslee VP Andrew J. Dearman, III VP C. Alan Martin (a) VP Don E. Mason VP Michael W. Southern VP,CFO, S,T Frances V. Turnage C MISSISSIPPI POWER SERVICES, INC. Name and Principal Address (f) Position H. Ed Blakeslee D Andy J. Dearman, III D Dwight H. Evans D Don E. Mason D Michael W. Southern D Frances V. Turnage C 14 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) MOBILE ENERGY SERVICES HOLDINGS, INC. Name and Principal Address (e) Position Kerry E. Adams (n) D Thomas G. Boren D Thomas V. Brown D S. Marce Fuller D,P,CEO Alan W. Harrelson D,VP Gale E. Klappa D Thomas J. Madden, III D Richard J. Koch VP Richard J. Pershing D Fred Stimpson D Cheryl G. Thompson D James A. Ward D,VP,C Tommy Chisholm (a) S MOBILE ENERGY SERVICES COMPANY, LLC Name and Principal Address (e) Position Thomas G. Boren P,CEO S. Marce Fuller VP Raymond D. Hill VP,CFO Richard J. Koch VP,GM Christopher Kysar VP Mark R. Ogle VP James A. Ward VP,C Tommy Chisholm (a) S SAVANNAH Name and Principal Address (g) Position Archie H. Davis D P. O. Box 188 Savannah, GA 31402 Paul J. DeNicola (c) D Walter D. Gnann D P. O. Box 334 Springfield, GA 31329 G. Edison Holland, Jr. D,P,CEO Robert B. Miller, III D P. O. Box 8003 Savannah, GA 31412 Arnold M. Tenenbaum D P. O. Box 2567 Savannah, GA 31498 W. Miles Greer VP Kirby R. Willis VP,T,CFO Christopher C. Womack (a) VP Nancy Frankenhauser C,S Southern Energy, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P A. W. Dahlberg (a) D Paul J. DeNicola (c) D H. Allen Franklin (c) D Elmer B. Harris (b) D W. L. Westbrook (a) D,VP S. Marce Fuller EVP Raymond D. Hill EVP,CFO Richard J. Pershing EVP Gale E. Klappa SVP Vance N. Booker VP Tommy Chisholm (a) VP,S Anne M. Cleary VP David T. Gallaspy VP Alan W. Harrelson VP J. R. Harris VP Randall E. Harrison VP J. William Holden, III VP,T Ronald E. Leggett VP Craig S. Lesser VP William A. Maner, III VP Richard F. Owen VP David R. Rozier, Jr. VP Barney S. Rush VP James A. Ward VP,C Asociados de Electricidad, S.A. Name and Principal Address (h) Position Ricardo Falabella D Mariano F. Grondona D,S J. William Holden, III (e) D,P SEI y Asociados de Argentina, S.A. Name and Principal Address (i) Position Juan Carlos Apostolo D J. Alfred Berrong D Peter J. Davenport D Ricardo Falabella D Mariano F. Grondona D,S J. William Holden, III (e) D,P W. L. Westbrook (a) D 15 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Hidroelectrica Alicura, S.A. Name and Principal Address (i) Position Peter J. Davenport D Alejandro Del Re D Ruben A. Etcheberry D Ricardo Falabella D,VP Mariano F. Grondona D,S J. William Holden, III (e) D,P Ruben Mastrargello D Santiago J. Bergada Moritan D Juan C. Santos D William L. Westbrook (a) D Southern Electric, Inc. Name and Principal Address (e) Position Richard J. Pershing D,VP James A. Ward D,VP,T Thomas G. Boren P,CEO Tommy Chisholm (a) S Raymond D. Hill VP,CFO Barney S. Rush VP Southern Energy International, Inc. Name and Principal Address (e) Position Thomas G. Boren D Richard J. Pershing D James A. Ward D,P Raymond D. Hill VP,T Tommy Chisholm (a) S Southern Energy - Newco 2, Inc. Name and Principal Address (e) Position Thomas G. Boren D Richard J. Pershing D James A. Ward D,P Raymond D. Hill VP,T Tommy Chisholm (a) S SEI Chile, S.A. Name and Principal Address (j) Position Christopher Darnell D J. William Holden III (e) D Jorge Granic Latorre D Empresa Electrica del Norte Grande, S.A. Name and Principal Address (k) Position Edgardo Boeninger Kausel D Edmundo Dupre Echeverria D J. William Holden, III (e) D Mark S. Lynch CEO Marcelo Trivelli Oyarzun D Richard J. Pershing D Jeffrey A. Spencer CFO W. L. Westbrook (a) D Sitranor S. A. Name and Principal Address (k) Position Mario Espinoza Duran D Oscar Moscoso Fabres D Ricardo Campano Gandara D Jerry Honeycutt D Mark S. Lynch D Eduardo Zuniga Pacheco D Carlos Larrain Pena D Luis Hormazibal Villagran D Pedro Artiagoitia Artave CEO Energia del Pacifico Limitada Name and Principal Address (k) Position Jorge Granic Latorre D Carlos Larrain Pena D Mark S. Lynch CEO Jeffrey A. Spencer CFO 16 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) SEBH Name and Principal Address (e) Position Thomas G. Boren D,P J. William Holden, III D,VP Richard J. Pershing D,VP Raymond D. Hill VP,T,CFO Ronald E. Leggett VP James A. Ward C Tommy Chisholm (a) S Southern Electric Bahamas Ltd. Name and Principal Address (e) Position Thomas G. Boren D,P J. William Holden, III D,VP Richard J. Pershing D,VP Raymond D. Hill VP,T,CFO Ronald E. Leggett VP Tommy Chisholm (a) S James A. Ward C Freeport Power Company Limited Name and Principal Address Position Thomas G. Boren (e) D Larry R. Brantley D,P,CEO P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Jack A. Hayward D P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas J. William Holden, III (e) D Albert J. Miller D P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Richard J. Pershing (e) D Edward P. St. George D P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Raymond D. Hill VP,CFO Ian O. Barry VP,T P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas Willie A. M. Moss VP,S P. O. Box F-40888 Freeport, Grand Bahama Island, Bahamas SEI Beteiligungs GmbH Name and Principal Address (e) Position Thomas G. Boren D,MD Barney S. Rush D,MD James A. Ward D,MD P. T. Tarahan Power Company Name and Principal Address (e) Position Tanri Abeng M Ir. Aburizal Bakrie P,M Thomas G. Boren M David T. Gallaspy M Mintarto Halim M Ronald E. Leggett M Mark S. Lynch M Soy M. Pardede M Richard J. Pershing M George S. Tahija M James A. Ward M Raymond V. Haley P,D Thomas K. Amster D Lekir A. Daud D Ir. Arjono D. Kamarga D Amin M. Lakhani D Southern Electric Brasil Participacoes Ltda. Name and Principal Address Position Pedro Paulo Cristofaro D Av Almirante Barroso, No. 52, 5 Andar Rio de Janeiro, Brasil CEP 20031 Julian Fonseca Pena Chediak D Av Almirante Barroso, No. 52, 5 Andar Rio de Janeiro, Brasil CEP 20031 17 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Southern Electric International - Europe, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P Richard J. Pershing D Barney S. Rush D James A. Ward D,VP,T Tommy Chisholm (a) S Gasoducto Nor Andino Argentina S.A. Name and Principal Address (e) Position Conrado Bianchi D Walter Cole D Richardo Falabella D Jan Flachet D,VP Willy Heyselberghs D,P Mark S. Lynch D Andre van der Bogaert D Gasoducto Nor Andino S.A. Name and Principal Address (e) Position Chrisitan Biebuyck D Willy Heyselberghs D,P Jerry Honeycutt D Mark S. Lynch D Philip Olivier D Jeffery A. Spencer D Andre van der Bogaert D Southern Electric International Finance, Inc. Name and Principal Address (e) Position James J. Coppola, Jr. D D. R. Rozier, Jr. D,VP L. Terry Turner D William R. Bechstein D,VP James A. Ward P Raymond D. Hill VP,T Patricia L. Roberts (a) S Southern Energy Development - Europe Limited Name and Principal Address (e) Position Thomas G. Boren MD Jason C. Harlan MD Raymond D. Hill MD Miles W. McHugh MD Richard J. Pershing MD Barney S. Rush MD James A. Ward MD Southern Energy Netherlands Ltd, Name and Principal Address (e) Position Thomas G. Boren D,P S. Marce Fuller D Raymond D. Hill D,VP,CFO Richard J. Pershing D,VP John J. Robinson D,VP Barney S. Rush D James A. Ward D,VP,T William L. Westbrook (a) D Steve Byone VP Tommy Chisholm (a) S 18 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) The Southern Company - Europe plc Name and Principal Address (e) Position Thomas G. Boren D,CEO Raymond D. Hill D Richard Owen D Richard J. Pershing D James A. Ward D Miles W. McHugh S Southern Energy UK Generation Limited Name and Principal Address (e) Position Thomas G. Boren D Sam H. Dabbs, Jr. (a) D Richard J. Pershing D Roabert H.W. Powell D Patricia L. Roberts (a) D James A. Ward D Tommy Chisholm (a) S Southern Investments UK plc Name and Principal Address (e) Position Accentacross Limited D Carson B. Harreld D,CFO,CAO William P. Bowers D Mighteager Limited D Richard J. Pershing D,CEO C. Philip Saunders D Robert A. Symons D Miles W. McHugh S South Western Electricity plc Name and Principal Address (l) Position William P. Bowers D,CEO Carson B. Harreld D Roger L. Petersen D C. Philip Saunders D Robert A. Symons D Robin D. Edmunds S Southern Electric International Trinidad, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P Richard Owen D Richard J. Pershing D James A. Ward D,VP J. William Holden, III VP Tommy Chisholm (a) S,T Southern Electric International, Inc. Name and Principal Address (e) Position Thomas G. Boren D James A. Ward D,VP,T S. Marce Fuller VP Raymond D. Hill VP,CFO Richard J. Pershing VP Tommy Chisholm S 19 ITEM 6. OFFICERS AND DIRECTORS. PART I. (Continued) The Power Generation Company of Trinidad and Tobago Limited Name and Principal Address Position Ronald Chan D Scotia Centre Cr. Park and Richmond Streets Port of Spain, Trinidad, W.I. Barbara Fagan D 200 Westlake Park Blvd. Houston, TX 77253 J. William Holden, III (e) D Ronald E. Leggett (e) D John MacKay D 6 St. Kitts Avenue Federation Park, Trinidad, W. I. Judith Morris D 63 Frederick Street Port of Spain, Trinidad, W.I. Larry M. Porter D,GM 6A Queens Park West, First Floor Port of Spain, Trinidad, W.I. Jacqueline Quamina D Eric Williams Plaza Independence Square Port of Spain, Trinidad, W.I. Chandrabhan Sharma D University of the West Indies St. Augustine, Trinidad, W.I. W. L. Westbrook (a) D Charmaine Pemberton-Carrington S 63 Frederick Street Port of Spain, Trinidad, W.I. Southern Energy - Asia, Inc. Name and Principal Address (e) Position Edwin H. Adams D,VP 18/F Hong Kong Telecom Tower 979 King's Road Quarry Bay, Hong Kong Thomas G. Boren D,P A. W. Dahlberg (a) D Raymond D. Hill D,EVP Dean Koch D,VP Frederick D. Kuester D,VP 18/F Hong Kong Telecom Tower 979 King's Road Quarry Bay, Hong Kong Richard J. Pershing D,VP James A. Ward D,VP,T S. Marce Fuller VP Tommy Chisholm (a) S 20 ITEM 6. OFFICERS AND DIRECTORS. PART I. (Continued) SCS Name and Principal Address (c) Position A. W. Dahlberg (a) D Paul J. DeNicola D,P,CEO H. Allen Franklin D Elmer B. Harris (b) D Kerry E. Adams (n) EVP C. Alan Martin (a) EVP Charles D. McCrary (b) EVP David M. Ratcliffe EVP Stephen A. Wakefield (a) EVP W. L. Westbrook (a) EVP Robert S. Beason SVP Thomas A. Fanning (a) SVP Robert H. Haubein SVP Leonard J. Haynes SVP W. Dean Hudson SVP,C,CFO William K. Newman (b) SVP Earl B. Parsons, Jr. (b) SVP Michael L. Scott SVP Steven R. Spencer (a) SVP Christopher C. Womack (a) SVP David R. Altman (a) VP I. Otis Berkhan VP Robert L. Boyer VP Tommy Chisholm (a) VP,S,L David L. Coker VP James L. Conn VP A. J. Connor (b) VP Andrew J. Dearman, III (f) VP Douglas E. Dutton (n) VP James C. Fleming (a) VP J. Kevin Fletcher VP Dr. C. H. Goodman (b) VP Douglas E. Jones (a) VP Allen L. Leverett (a) VP Charles D. Long, IV (b) VP William L. Marshall, Jr. (b) VP J. Mike McClure VP Karl R. Moor VP 1130 Connecticut Avenue, NW Washington, DC 20036 Robert G. Moore (d) VP Rodney O. Mundy (b) VP Earl B. Parsons, III (a) VP James P. Sale (a) VP Bertram E. Sears VP Jerry L. Stewart (b) VP Dr. W. Robert Woodall, Jr. (a) VP John F. Young (a) VP Charles O. Rawlins (a) T Southern LINC Name and Principal Address (m) Position A. W. Dahlberg (a) D Robert G. Dawson D,P,CEO Paul J. DeNicola (c) D H. Allen Franklin (c) D Elmer B. Harris (b) D W. L. Westbrook (a) D R. Craig Elder D,VP,T Tommy Chisholm (a) S Southern Resources Name and Principal Address (e) Position Thomas G. Boren D,P,CEO A. W. Dahlberg (a) D Paul J. DeNicola (c) D,VP H. Allen Franklin (c) D Elmer B. Harris (b) D W. L. Westbrook (a) D,VP S. Marce Fuller EVP Raymond D. Hill EVP,CFO Richard J. Pershing EVP Gale E. Klappa SVP Vance N. Booker VP Tommy Chisholm (a) VP,S Anne M. Cleary VP David T. Gallaspy VP Alan W. Harrelson VP J. R. Harris VP Randall E. Harrison VP J. William Holden, III VP,T Ronald E. Leggett VP Craig S. Lesser VP William A. Maner, III VP Richard Owen VP David R. Rozier, Jr. VP Barney S. Rush VP James A. Ward VP,C SEI Operadora de Argentina, S.A. Name and Principal Address (i) Position Ricardo Falabella D,VP J. William Holden, III (e) D,P Ronald E. Leggett (e) D Mariano F. Grondona S 21 ITEM 6. OFFICERS AND DIRECTORS. PART I. (Continued) Southern Electric International - Asia, Inc Name and Principal Address (e) Position Thomas G. Boren D,P Raymond D. Hill D,VP,CFO James A. Ward D,T Tommy Chisholm (a) S Southern Electric International GmbH Name and Principal Address (e) Position Thomas G. Boren GM Tommy Chisholm (a) GM Jason C. Harlan GM Raymond D. Hill GM Richard J. Pershing GM Barney S. Rush GM James A. Ward GM SERC Name and Principal Address (n) Position Charles D. McCrary (b) D,P T. Roy Harrell VP Earl B. Parsons, Jr. (b) VP Larry M. Porter (e) VP Tommy Chisholm (a) S,T Southern Nuclear Name and Principal Address (o) Position A. W. Dahlberg (a) D Paul J. DeNicola (c) D H. Allen Franklin (c) D William G. Hairston, III D,P,CEO Elmer B. Harris (b) D Jackie D. Woodard EVP James B. Beasley VP John O. Meier VP,L D. N. Morey, III VP H. Lewis Sumner, Jr. VP Christopher C. Womack (a) VP Kathleen S. King C,T,CFO Sherry A. Mitchell S Energy Solutions Name and Principal Address (c) Position Robert S. Beason D J. Kevin Fletcher D J. Thomas Kilgore, Jr. D Allen L. Leverett (a) D,T William T. Orr (e) D C. Alan Martin (a) D Michael L. Scott (b) D Bertram E. Sears D,P W. L. Westbrook (a) D Thomas R. Thames VP,GM Tommy Chisholm (a) S Southern Energy Finance Company, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P Raymond D. Hill D,VP,CFO James A. Ward D,VP,T S. Marce Fuller VP Christopher J. Kysar VP Tom Mathew VP Tommy Chisholm (a) S EPZ Lease, Inc. Name and Principal Address (e) Position William R. Bechstein D,VP 1105 N. Market Street Suite 1300 Wilmington, DE 19801 David R. Rozier, Jr. D,VP,T L. Terry Turner D Christopher J. Kysar VP Tom Mathew VP James A. Ward P Patricia L. Roberts (a) S 22 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) EPZ Lease, L.L.C. Name and Principal Address (e) Position Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer EPZ Holding A, L.L.C. Name and Principal Address (e) Position Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer EPZ Holding B, L.L.C. Name and Principal Address (e) Position Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer EPZ Holding C, L.L.C. Name and Principal Address (e) Position Christopher J. Kysar Officer Tom Mathew Officer John Rachford Officer Southern Energy North America, Inc. Name and Principal Address (e) Position Vance N. Booker D Thomas G. Boren D,P S. Marce Fuller D,VP Alan W. Harrelson D Randal E. Harrison D Richard J. Pershing D,VP James A. Ward D,C W. L. Westbrook (a) D Raymond D. Hill VP,T,CFO Ronald E. Leggett VP Tommy Chisholm (a) S Southern Energy Trading and Marketing, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P Thomas A. Fanning (a) D S. Marce Fuller D,EVP Raymond D. Hill D,VP,CFO Richard J. Pershing D James A. Ward D,VP,T,C W. L. Westbrook (a) D Steve Byone VP Alexander Eydeland VP David T. Gallaspy VP Donald R. Jefferis VP Gary T. Morsches VP O. Jay Oates, II VP William T. Orr VP John W. Ragan VP John J. Robinson VP Mark J. D. Streater VP Christopher Turner VP Tommy Chisholm (a) S SEI Birchwood, Inc. Name and Principal Address (e) Position Kerry E. Adams (n) D Vance N. Booker D Thomas G. Boren D Gale E. Klappa D,P Alan W. Harrelson D,VP Richard J. Pershing D David R. Rozier, Jr. D,VP,CFO,T Peter R. Leighton VP James A. Ward VP,C Tommy Chisholm (a) S Dutch Gas Lease, Inc. Name and Principal Address (e) Position William R. Bechstein D James J. Coppola, Jr. D David R. Rozier, Jr. D R. Terry Turner D James A. Ward P Christopher J. Kysar VP Tom Mathew VP Patricia L. Roberts (a) S 23 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) SEI Hawaiian Cogenerators, Inc. Name and Principal Address (e) Position Kerry E. Adams (n) D,VP Thomas G. Boren D,P W. L. Westbrook (a) D S. Marce Fuller VP Raymond D. Hill VP,CFO Tommy Chisholm (a) S James A. Ward T Southern Energy - Cajun, Inc. Name and Principal Address (e) Position Thomas G. Boren D S. Marce Fuller D Richard J. Pershing D Randall E. Harrison D,VP James A. Ward D,VP,T Raymond D. Hill VP,CFO Gary J. Kubik VP John J. Robinson VP Tommy Chisholm (a) S SEI State Line, Inc. Name and Principal Address (e) Position Kerry E. Adams D Vance N. Booker D Thomas G. Boren D S. Marce Fuller D Alan W. Harrelson D,VP Randall E. Harrison D,VP Gale E. Klappa D Richard J. Pershing D James A. Ward D,VP,T Raymond D. Hill VP,CFO Gary J. Kubik VP Steve Owen VP David R. Rozier, Jr. VP,CFO,T Tunstall P. Rushton VP Tommy Chisholm (a) S PowerCall, Inc. Name and Principal Address (c) Position Robert S. Beason D J. Kevin Fletcher D J. Thomas Kilgore, Jr. D Allen L. Leverett (a) D,T C. Alan Martin D William T. Orr D Michael L. Scott (b) D Bertram E. Sears D,P Michael E. Britt VP Tommy Chisholm (a) S 24 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Southern Telecom, Inc. Name and Principal Address (c) Position Robert S. Beason D J. Kevin Fletcher D J. Thomas Kilgore, Jr. D Allen L. Leverett (a) D,T C. Alan Martin (a) D Michael L. Scott (b) D Bertram E. Sears D,P William L. Westbrook (a) D William T. Orr D Michael E. Britt VP Tommy Chisholm (a) S Cayman Energy Traders Name and Principal Address Position Dennis W. Bakke D J. William Holden, III D Barry J. Sharp D William R. Lurasch S Consolidated Electric Power Asia Name and Principal Address Position Edwin H. Adams D 18/F Hong Kong Telecom Tower 979 King's Road Quarry Bay, Hong Kong Edgardo Bautista D Thomas G. Boren (e) D A. W. Dahlberg (a) D Raymond D. Hill D Dean G. Koch D Frederick D. Kuester D 18/F Hong Kong Telecom Tower 979 King's Road Quarry Bay, Hong Kong Richard J. Pershing D SC Ashwood Holdings, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P S. Marce Fuller D,EVP James A. Ward D,VP,T,C Donald R. Jefferis VP Gary J. Morsches VP John J. Robinson VP Tommy Chisholm (a) S SC Energy Ventures, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P S. Marce Fuller D,EVP James A. Ward D,VP,T,C Donald R. Jefferis VP Gary J. Morsches VP John J. Robinson VP Tommy Chisholm (a) S SEI Wordwide Holdings, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P,CEO Richard J. Pershing D,VP James A. Ward D,VP,T Raymond D. Hill VP,CFO Barney S. Rush VP Tommy Chisholm (a) S Southern Energy Development - Europa GmbH Name and Principal Address (e) Position Thomas G. Boren D Jason C. Harlan D Miles W. McHugh D Richard J. Pershing D Barney S. Rush D James A. Ward D Southern Energy Asia Ventures, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P James A. Ward D,VP Raymond D. Hill VP,CFO Edwin H. Adams VP 18/F Hong Kong Telecom Tower 979 King's Road Quarry Bay, Hong Kong S. Marce Fuller VP Dean G. Koch VP Richard J. Pershing VP Tommy Chisholm (a) S 25 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) SEI Germany - BEWAG, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P,CEO Richard J. Pershing D, VP Barney S. Rush D,VP James A. Ward D,VP,T Raymond D. Hill VP,CFO Richard J. Pershing VP Tommy Chisholm (a) S SEI Worldwide Holdings, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P,CEO Richard J. Pershing D,VP James A. Ward D,VP,T Raymond D. Hill VP, CFO Barney S. Rush VP Tommy Chisholm (a) S Southern Company Capital Funding, Inc. Name and Principal Address (a) Position William R. Bechstein (e) D James J. Coppola, Jr. D D. R. Rozier, Jr. (e) D L. Terry Turner (e) D William L. Westbrook D, P,CEO Charles N. Eldred VP,T Charles O. Rawlins VP, CFO Patricia L. Roberts VP,S Southern Energy Clairton, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P James A. Ward D,VP,T S. Marce Fuller VP Raymond D. Hill VP,CFO Tommy Chisholm (a) S Southern Energy Clairton 2, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P James A. Ward D,VP,T S. Marce Fuller VP Raymond D. Hill VP,CFO Tommy Chisholm (a) S Southern Energy Clairton, L.L.C. Name and Principal Address (e) Position Thomas G. Boren P S. Marce Fuller VP Raymond D. Hill VP,CFO Christopher J. Kysar VP James A. Ward VP,T Charles H. Wilson VP Tommy Chisholm (a) S Southern Energy do Brasil Ltda. Name and Principal Address (e) Position Rodolpho de Oliveira Franco M Protasio Southern Energy E Associados Participacoes,S.A. Name and Principal Address (e ) Position Monica Maria Correa Moreira D,VP Carneiro Kevin L. Mundie D,P 26 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Southen Energy Retail Trading and Marketing, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P Thomas A. Fanning (a) D S. Marce Fuller D,EVP Raymond D. Hill D,VP,CFO Richard J. Pershing D James A. Ward D,VP,T William L. Westbrook (a) D Donald R. Jerreris VP Gary J. Morsches VP John J. Robinson VP Tommy Chisholm (a) S SEI Worldwide Holdings Beteiligungsgesellschaft mbH Name and Principal Address (e) Position Thomas G. Boren D Mark R. Ogle D Richard J. Pershing D Barney S. Rush D James A. Ward D SE China Investments, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P,CEO James A. Ward D,VP,T Edwin H. Adams VP 18/F Hong Kong Telecom Tower 979 King's Road Quarry Bay, Hong Kong Raymond D. Hill VP,CFO Patricia L. Roberts (a) S Southern Energy Mauritius Limited Name and Principal Address (e) Position Thomas G. Boren D David R. Rozier, Jr. D SEMAR Limited Name and Principal Address (e) Position James J. Coppola, Jr. D SEI Brazil Holdings, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P J. William Holden, III D,VP Richard J. Pershing D,VP James A. Ward D,VP, T Tommy Chisholm (a) S SEI South America, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P J. William Holden, III D,VP Richard J. Pershing D,VP James A. Ward D,VP, T Tommy Chisholm (a) S Southern Energy Caribe, Ltd. Name and Principal Address (e) Position Thomas G. Boren D,P Richard J. Pershing D,VP James A. Ward D,VP,T Richard Owen VP Tommy Chisholm (a) S 27 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Southern Energy - Europe, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P James A. Ward D,VP,T Richard J. Pershing VP Patricia L. Roberts (a) S Southern Energy Europe Investments, Ltd. Name and Principal Address (e) Position Thomas G. Boren P William R. Bechstein VP Raymond D. Hill VP,CFO Richard J. Pershing VP James A. Ward VP,T Tommy Chisholm (a) S SWEB Holdings UK Name and Principal Address (e) Position Robert D. Fagan D Stephen J. Feerrar D Carson B. Harreld D Gale E. Klappa D Dale Kleppinger D Richard J. Pershing D Roger L. Petersen D C. Philip Saunders D Robert A. Symons D Miles W. McHugh S SWEB Holdings Limited Name and Principal Address (e) Position Robert D. Fagan D Carson B. Harreld D Gale E. Klappa D Richard J. Pershing D Roger L. Petersen D C. Philip Saunders D Robert A. Symons D Miles W. McHugh S Southern Energy Development Hungaria LLC Name and Principal Address (e) Position Jason C. Harlan D Southern Energy Carbontronics, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P James A. Ward D,VP,T S. Marce Fuller VP Raymond D. Hill Vp,CFO Christopher J. Kysar VP Tommy Chisholm (a) S State Line Holding Corporation Name and Principal Address (e) Position Kerry E. Adams D Vance N. Booker D Thomas G. Boren D,P S. Marce Fuller D,VP Alan W. Harrelson D,VP Randall E. Harrison D Richard J. Pershing D David R. Rozier, Jr. D James A. Ward VP,T Tommy Chisholm (a) S Southern Energy Southwest Investments, Inc. Name and Principal Address (e) Position William R. Bechstein D,VP S. Marce Fuller D,P David R. Rozier, Jr. D,VP,T Gary J. Kubik VP Sam H. Dabbs, Jr. (a) S Southern Energy Texas (G.P.), Inc. Name and Principal Address (e) Position Randall E. Harrison D,VP James A. Ward D,VP,T Richard J. Pershing P Tommy Chisholm (a) S Greenhost, Inc. Name and Principal Address (e) Position Thomas J. Bonner D Alan W. Harrelson D George P. Henefield D,P James R. Pagano D Thomas F. Schwartz D Stephen G. Gillis D,CFO,S 28 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Mobile Development Company Name and Principal Address (e) Position Thomas G. Boren D,P James W. Ward D,VP,T S. Marce Fuller VP David T. Gallaspy VP Alan W. Harrelson VP Patricia L. Roberts (a) S SEI New England Holding Corp. Name and Principal Address (e) Position James A. Ward D,VP,C Richard J. Pershing D,P Vance N. Booker VP S. Marce Fuller VP Alan W. Harrelson VP Randall E. Harrison VP Gary J. Kubik VP David R. Rozier, Jr. VP,CFO,T Patricia L. Roberts (a) S SEI New England Inc. Name and Principal Address (e) Position James A. Ward D,VP,C Richard J. Pershing P Vance N. Booker VP S. Marce Fuller VP Alan W. Harrelson VP Randall E. Harrison VP Gary J. Kubik VP David R. Rozier, Jr. VP,CFO,T Patricia L. Roberts (a) S Southern Energy Canal III, Inc. Name and Principal Address (e) Position Richard J. Pershing P Henry T. E. Coolidge, Jr. VP Norman E. Cowden VP Alan W. Harrelson VP Randall E. Harrison VP Robert A. Hayes VP Gary J. Kubik VP David R. Rozier,Jr. VP,CFO,T James A. Ward VP,C Sam H. Dabbs, Jr. (a) S Southern Energy Canal LLC Name and Principal Address (e) Position Richard J. Pershing P Vance N. Booker VP Norman E. Cowden VP S. Marce Fuller VP Alan W. Harrelson VP Randall E. Harrison VP Gary J. Kubik VP David R. Rozier,Jr. VP,CFO,T James A. Ward VP,C Patricia L. Roberts (a) S Southern Energy Kendall LLC Name and Principal Address (e) Position Richard J. Pershing P Vance N. Booker VP S. Marce Fuller VP Alan W. Harrelson VP Randall E. Harrison VP Gary J. Kubik VP David R. Rozier,Jr. VP,CFO,T James A. Ward VP,C Patricia L. Roberts (a) S Newington Energy, LLC Name and Principal Address (e) Position Richard J. Pershing P Vance N. Booker VP Norman E. Cowden VP S. Marce Fuller VP Alan W. Harrelson VP Randall E. Harrison VP Gary J. Kubik VP David R. Rozier,Jr. VP,CFO,T James A. Ward VP,C Patricia L. Roberts (a) S SEI Wisconsin Holdings, Inc. Name and Principal Address (e) Position Richard J. Pershing D Thomas G. Boren P Oscar Perticone SVP S. Marce Fuller VP Randall E. Harrison VP Rodeny E. Sears VP James A. Ward VP,T Tommy Chisholm (a) S 29 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) SEI Wisconsin LLC Name and Principal Address (e) Position Thomas G. Boren P Richard J. Pershing SVP S. Marce Fuller VP Randall E. Harrison VP Rodeny E. Sears VP James A. Ward VP,T Tommy Chisholm (a) S Southern Energy California, Inc. Name and Principal Address (e) Position Richard J. Pershing P Randall E. Harrison VP Kim Heinz VP Brooks Kaufman VP Gary J. Kubik VP James A. Ward VP,T Tommy Chisholm (a) S Southern Energy Bay Area Investments, Inc. Name and Principal Address (e) Position Richard J. Pershing P Randall E. Harrison VP Kim Heinz VP Brooks Kaufman VP Gary J. Kubik VP James A. Ward VP,T Tommy Chisholm (a) S Southern Energy Potrero, LLC Name and Principal Address (e) Position Richard J. Pershing P Randall E. Harrison VP Kim Heinz VP Brooks Kaufman VP Gary J. Kubik VP James A. Ward VP,T Tommy Chisholm (a) S Southern Energy Delta, LLC Name and Principal Address (e) Position Richard J. Pershing P Randall E. Harrison VP Kim Heinz VP Brooks Kaufman VP Gary J. Kubik VP James A. Ward VP,T Tommy Chisholm (a) S Southern Energy Ventures, Inc. Name and Principal Address (e) Position Thomas G. Boren D,P S. Marce Fuller D,VP James A. Ward D,C Raymond D. Hill VP,CFO Ronald E. Leggett VP Richard J. Pershing VP Tommy Chisholm (a) S Southern Company Energy Marketing G.P., LLC Name and Principal Address (e) Position Thomas G. Boren Class A Rep Charles D. Davidson Class B Rep S. Marce Fuller Class A Rep, CEO,P Phillip A. Gobe Class B Rep Richard J. Pershing Class A Rep Steven J. Shapiro Class B Rep William L. Westbrook (a) Class A Rep Joseph P. Catasein VP Alexander Eydeland VP Donald R. Jefferis VP Billy E. Johnson VP Gary J. Morsches VP William T. Orr VP John W. Ragan VP JoAnn P. Russell VP,S Michael L. Smith VP,CFO David Stewart VP Mark J.D. Streater VP Christopher W. Turner VP Southern Company Energy Marketing LP Name and Principal Address (e) Position Lisa D. Johnson VP S. Marce Fuller P,CEO Michael L. Smith CFO Joseph P. Catasein VP Alexander Eydeland VP Gerald Fleming VP Donald R. Jeggeris VP,CIO Billie E. Johnson VP Gary J. Morsches SVP,COO William T. Orr VP John W. Ragan VP Sailesh Ramamurtie Risk Control Officer JoAnn P. Russell VP,L,S David Stewart VP Mark J.D. Streater VP Christopher W. Turner VP 30 ITEM 6. OFFICERS AND DIRECTORS PART I. (Continued) Southern Energy New York G.P., Inc. Name and Principal Address (e) Position James A. Ward D,VP,C Richard J. Pershing P Randall E. Harrison VP Tommy Chisholm (a) S Southern Energy Lovett, LLC Name and Principal Address (e) Position Richard J. Pershing P Randall E. Harrison VP James A. Ward VP,C Tommy Chisholm (a) S Southern Energy Bowline, LLC Name and Principal Address (e) Position Richard J. Pershing P Randall E. Harrison VP James A. Ward VP,C Tommy Chisholm (a) S Southern Energy NY-Gen, LLC Name and Principal Address (e) Position Richard J. Pershing P James A. Ward VP,C Southern Energy Hudson Valley Investments, Ltd. Name and Principal Address (e) Position David R. Rozier, Jr. D,VP,T Gale E. Klappa P Gary J. Kubik VP Sam H. Dabbs, Jr. (a) S 31 ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections.
Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule - ------------------------------------------------------------------------------------------------------------------ Rule No. 70 Subdivision Whit Armstrong The Citizens Bank Chief Executive (c) Enterprise, AL Officer, Chairman of the Board of Directors and President Enterprise Capital Corporation Chairman of the Board of Enterprise, AL Directors, President (c) David J. Cooper SouthTrust Bank, N.A., Birmingham, AL Director (a);(c) A. D. Correll SunTrust Bank of Georgia, Atlanta, GA Director (a) SunTrust Banks Inc., Atlanta, GA Director (a) W. Roy Crow Barbour County Bank, Eufaula, AL Director (f) A. W. Dahlberg SunTrust Bank of Georgia Director (a);(c) Atlanta, GA SunTrust Banks, Inc., Atlanta, GA Director (a);(c) Archie H. Davis The Savannah Bancorp, Savannah, GA President, Chief Executive Officer (c) The Savannah Bank N.A., Savannah, GA President, Chief Executive Officer (c) Bryan Bank & Trust, Richmond Hill, GA Director (c) H. Allen Franklin SouthTrust Bank, Birmingham, AL Director (a);(c) L. G. Hardman III First Commerce Bancorp, Inc. Chairman of the Board Commerce, GA of Directors and Chief Executive Officer (a);(c);(g) First National Bank of Commerce, Chairman of the Commerce, GA Board of Directors (c);(g) Elmer B. Harris AmSouth Bancorporation, Director (a);(c);(e);(f) Birmingham, AL AmSouth Bank of Alabama, Birmingham, AL Director (a);(c);(e);(f) G. Edison Holland, Jr. SunTrust Bank, Savannah, GA Director (c) Carl E. Jones Regions Financial Corporation, President , Chief Birmingham, AL Executive Officer and Director (c) Patricia M. King Regions Bank, Anniston, AL Director (c) James R. Lientz, Jr. NationsBank, N.A., Atlanta, GA President, Director (c) Wallace D. Malone SouthTrust Corporation, Birmingham, AL Chairman of the Board of Directors and Chief Executive Officer (c) William V. Muse SouthTrust Corporation, Birmingham, AL Director (c) John T. Porter Citizens Federal Bank, Birmingham, AL Director (c) Robert D. Powers Colonial Bank, Eufaula, AL Director (c)
32
ITEM 6. OFFICERS AND DIRECTORS. Part II. Financial Connections. (Continued) Name of Officer Name and Location Position Held in Applicable or Director of Financial Institution Financial Institution Exemption Rule - ------------------------------------------------------------------------------------------------------------------ Rule No. 70 Subdivision G. Joseph Prendergast Wachovia Bank of Georgia, N.A. Chairman of the Atlanta, GA Board of Directors (c) Wachovia Bank of South Carolina Chairman of the Board of Directors (d) Wachovia Bank of North Carolina Chairman of the Board of Directors (d) Wachovia Corporation, Atlanta, GA Senior Executive Vice President (d) C. Dowd Ritter, III AmSouth Bancorporation, Birmingham, AL Chairman, Chief Executive Officer (c) AmSouth Bank, Birmingham, AL Chairman, Chief Executive Officer (c) Herman J. Russell Citizens Trust Bank, Atlanta, GA Chairman of the Board of Directors (c) Citizens Bancshares Corp. Atlanta, GA Chairman of the Board of Directors (c) Wachovia Corporation of Georgia, Director (c) Atlanta, GA George A. Schloegel Hancock Bank - Mississippi, Gulfport, MS Director and President (c) Hancock Holding Company, Gulfport, MS Vice Chairman of the Board of Directors (c) Hancock Bank - Louisiana, Baton Rouge Louisiana Director (d) William R. Smith SouthTrust Bank of Calhoun County, N.A. Anniston, AL Director (f) Gerald St. Pe' Merchants & Marine Bank, Pascagoula, MS Director (a) Arnold M. Tenenbaum First Union National Bank of Georgia, Director (c) Atlanta, GA First Union National Bank of Savannah, Director (c) Savannah, GA Gene Warr Coast Community Bank, Biloxi, MS Director (c)
33 ITEM 6. EXECUTIVE COMPENSATION. PART III. (a) Summary Compensation Tables. The following tables set forth information concerning any Chief Executive Officer and the four most highly compensated executive officers for SCS, Southern Resources, Southern LINC, Energy Solutions and Southern Nuclear serving as of December 31, 1998, as defined by the Securities and Exchange Commission. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-13 through III-18 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. Incorporated by reference to "Summary Compensation Table" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1999 annual meeting of stockholders. Key terms used in this Item will have the following meanings:- ESP......................................... Employee Savings Plan ESOP........................................ Employee Stock Ownership Plan SBP......................................... Supplemental Benefit Plan ERISA....................................... Employee Retirement Income Security Act
SCS SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------- A. W. Dahlberg 1998 897,820 218,625 11,067 161,757 438,061 50,135 Director 1997 817,644 206,250 27,485 135,882 433,247 49,766 1996 782,409 118,534 6,833 154,610 770,216 43,850 Paul J. DeNicola 1998 448,531 144,600 14,709 24,139 242,539 25,342 President, Chief 1997 416,452 62,980 8,731 29,638 239,874 25,493 Executive Officer, 1996 400,491 56,520 3,325 26,330 426,442 22,894 Director Stephen Wakefield 1998 328,080 104,401 3,279 13,614 - 6,446 Executive Vice 1997 103,846 51,000 9,171 16,070 - - President 1996 - - - - - -
See footnotes on the next page. 34
SCS SUMMARY COMPENSATION TABLE (Continued) ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name UnderlyingTerm and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)1 (Shares) ($)2 ($)3 - ------------------------------------------------------------------------------------------------------------------------ William L. Westbrook 1998 290,464 103,288 16,479 11,700 96,743 15,518 Executive Vice 1997 261,020 50,000 9,763 14,242 95,679 15,216 President 1996 251,903 35,426 2,793 12,653 170,096 14,032 Charles D. McCrary 1998 293,816 53,376 955 12,976 164,812 13,590 Executive 1997 224,359 34,000 8,639 10,112 126,075 12,864 Vice President 1996 215,762 29,906 3,198 8,984 126,075 11,530 1 Tax reimbursements by SCS on certain personal benefits. 2 Payouts made in 1997, 1998 and 1999 for the four-year performance periods ending December 31, 1996, 1997 and 1998. 3 SCS contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for the following: ESP ESOP SBP A. W. Dahlberg $7,200 $1,046 $41,889 Paul J. DeNicola 7,200 1,046 17,096 Stephen Wakefield 2,700 1,046 2,700 William L. Westbrook 6,451 1,046 8,021 Charles D. McCrary 6,300 1,046 6,244
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Southern LINC and Energy Solutions SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name UnderlyingTerm and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)4 (Shares) ($)5 ($)6 - ------------------------------------------------------------------------------------------------------------------------ Southern LINC Robert G. Dawson 1998 203,882 186,384 5,710 6,816 94,190 10,721 President, Chief 1997 185,103 138,801 1,199 7,865 - 10,305 Executive Officer, 1996 163,661 116,123 1,185 7,055 - 12,275 Director R. Craig Elder 1998 123,933 94,933 - 3,354 20,009 6,586 Vice President, 1997 112,606 78,965 304 3,999 - 6,088 Treasurer 1996 106,623 70,640 - - - 5,608 Energy Solutions J. Kevin Fletcher 1998 146,342 32,245 183 4,444 69,000 7,732 President, 1997 133,797 20,286 - 4,773 60,636 7,556 Director 1996 126,990 17,224 136 4,161 60,636 6,617 Thomas R. Thames 1998 112,018 15,834 - 2,424 38,767 5,711 Vice President, 1997 - - - - - - General Manager 1996 - - - - - - 4 Tax reimbursement by Energy Solutions and Southern LINC on certain personal benefits. 5 Payouts made in 1997, 1998 and 1999 for the four-year performance periods ending December 31, 1996, 1997 and 1998. 6 Southern LINC's and Energy Solutions' contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for the following: ESP ESOP SBP Robert G. Dawson $7,200 $1,046 $2,475 R. Craig Elder 5,388 1,046 152 J. Kevin Fletcher 6,350 1,046 336 Thomas R. Thames 4,865 846 -
36
Southern Resources SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name UnderlyingTerm and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)7 (Shares) ($) ($)8 - ------------------------------------------------------------------------------------------------------------------------- Thomas G. Boren 1998 370,833 425,938 15,162 20,809 - 19,943 President, 1997 345,000 387,625 14,868 18,941 - 19,415 Director 1996 291,086 275,000 13,757 14,250 - 16,293 S. Marce Fuller 1998 275,000 259,000 50,928 11,912 - 15,372 Senior Vice President 1997 244,167 228,125 1,098 13,529 - 11,080 1996 215,000 175,000 1,491 8,881 - 9,403 Raymond D. Hill 1998 275,000 259,000 467,464 11,912 21,970 11,658 Senior Vice President 1997 192,083 228,125 109,479 13,529 - 13,329 1996 190,657 175,000 2,820 8,881 - 9,868 Richard J. Pershing 1998 275,000 259,000 16,159 11,912 - 14,687 Senior Vice President 1997 244,167 228,125 3,645 13,529 - 13,346 1996 190,417 175,000 3,568 8,881 - 9,869 James A. Ward 1998 187,500 140,600 989 6,677 - 10,428 Vice President, 1997 172,500 129,063 4,724 7,824 - 8,790 Controller 1996 - - - - - - 7 Personal benefits provided by Southern Energy including tax reimbursements. In 1997, Mr. Hill's amount included overseas housing costs of $87,762. In 1998, Ms. Fuller's amount included membership fees of $50,928 and Mr. Hill's amount included overseas housing costs of $232,385, together with other compensation in connection with his overseas assignment. 8 Southern Energy contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposes limitations under the ESP and ESOP), for the following: ESP ESOP SBP Thomas G. Boren $7,200 $1,046 $11,697 S. Marce Fuller 7,200 1,046 7,123 Raymond D. Hill 7,200 633 3,825 Richard J. Pershing 7,200 1,046 6,441 James A. Ward 7,200 1,046 2,182
37
Southern Nuclear SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION Number of Securities Long- Name Underlying Term and Other Annual Stock Incentive All Other Principal Compensation Options Payouts Compensation Position Year Salary($) Bonus($) ($)9 (Shares) ($)10 ($)11 - ----------------------------------------------------------------------------------------------------------------------- W. G. Hairston, III 1998 358,650 70,001 13,983 14,890 270,495 19,684 President and Chief 1997 323,942 58,903 7,593 17,709 257,040 19,287 Executive Officer 1996 308,789 46,748 3,555 15,583 257,040 17,070 Jack D. Woodard 1998 259,009 55,511 3,156 10,735 132,472 13,756 Executive Vice 1997 233,467 42,848 1,457 10,642 126,075 13,526 President 1996 214,083 38,953 1,903 8,939 126,075 11,675 David N. Morey 1998 185,754 28,675 356 6,202 96,594 9,821 Vice President 1997 166,554 26,053 515 7,514 84,048 9,474 1996 159,410 22,036 574 6,644 84,047 8,500 H. L. Sumner, Jr. 1998 169,794 28,876 1,386 4,897 72,767 1,387 Vice President 1997 146,568 22,248 270 5,933 46,551 1,355 1996 - - - - - - James B. Beasley, Jr. 1998 155,469 26,878 1,919 3,830 60,495 7,523 Vice President 1997 - - - - - - 1996 - - - - - - 9 Tax reimbursement by Southern Nuclear on certain personal benefits. 10 Payouts made in 1997, 1998 and 1999 for the four-year performance periods ending December 31, 1996, 1997 and 1998, respectively. 11 Southern Nuclear contributions to the ESP, ESOP, non-pension related accruals under the SBP (ERISA excess plan under which accruals are made to offset Internal Revenue Code imposed limitations under the ESP and ESOP), for the following: ESP ESOP SBP William G. Hairston, III $7,200 $1,046 $11,438 Jack D. Woodard 6,796 1,046 5,914 David N. Morey 7,200 1,046 1,575 H. L. Sumner, Jr. - 1,046 341 James B. Beasley, Jr. 5,949 1,046 528
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STOCK OPTION GRANTS IN 1998 Stock Option Grants. The following table sets forth all stock option grants to the named executive officers of each operating subsidiary during the year ending December 31, 1998. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-19 and III-20 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. Stock Option Grants in 1998 for SOUTHERN is incorporated by reference to "Stock Option Grants" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to 1999 annual meeting of stockholders. Individual Grants Grant Date Value Number of Securities % of Total Underlying Options Exercise Share Granted to or Options Employees in Base Price Expiration Grant Date Name Granted12 Fiscal Year13 ($/Sh)14 Date14 Present Value($)14 -------------------------------------------------------------------------------------------------------------- SCS A. W. Dahlberg 161,757 10.0 27.03125 07/20/2008 1,429,932 Paul J. DeNicola 24,139 1.0 27.03125 07/20/2008 137,351 Stephen Wakefield 13,614 0.8 27.03125 07/20/2008 77,464 William L. Westbrook 11,700 0.7 27.03125 07/20/2008 66,573 Charles D. McCrary 12,976 0.8 27.03125 07/20/2008 73,833 Southern LINC Robert G. Dawson 6,816 0.4 27.03125 07/20/2008 38,783 R. Craig Elder 3,354 0.2 27.03125 07/20/2008 19,084 Energy Solutions J. Kevin Fletcher 4,444 0.3 27.03125 07/20/2008 25,286 Thomas R. Thames 2,424 0.1 27.03125 07/20/2008 13,793 See footnotes on the next page.
39
STOCK OPTION GRANTS IN 1998 Individual Grants Grant Date Value Number of Securities % of Total Underlying Options Exercise Share Granted to or Options Employees in Base Price Expiration Grant Date Name Granted12 Fiscal Year13 ($/Sh)14 Date14 Present Value($)14 ------------------------------------------------------------------------------------------------------------ Southern Resources Thomas G. Boren 20,809 1.2 27.03125 07/20/2008 118,403 S. Marce Fuller 11,912 0.7 27.03125 07/20/2008 67,779 Raymond D. Hill 11,912 0.7 27.03125 07/20/2008 67,779 Richard J. Pershing 11,912 0.7 27.03125 07/20/2008 67,779 James A. Ward 6,677 0.4 27.03125 07/20/2008 37,992 Southern Nuclear William G. Hairston, III 14,890 0.9 27.03125 07/20/2008 84,724 Jack D. Woodard 10,735 0.7 27.03125 07/20/2008 61,082 David N. Morey 6,202 0.4 27.03125 07/20/2008 35,289 H. L. Sumner, Jr. 4,897 0.3 27.03125 07/20/2008 27,864 James B. Beasley, Jr. 3,830 0.2 27.03125 07/20/2008 21,793 12 Performance Stock Plan grants were made on July 20, 1998, and vest 25% per year on the anniversary date of the grant. Grants fully vest upon termination incident to death, disability, or retirement. The exercise price is the average of the high and low fair market value of SOUTHERN's common stock on the date granted. 13 A total of 1,659,519 stock options were granted in 1998 to key executives participating in SOUTHERN's Performance Stock Plan. 14 Based on the Black-Scholes option valuation model. The actual value, if any, an executive officer may realize ultimately depends on the market value of SOUTHERN's common stock at a future date. This valuation is provided pursuant to SEC disclosure rules. There is no assurance that the value realized will be at or near the value estimated by the Black-Scholes model. Significant assumptions used to calculate this value: price volatility - 19.16%; risk-free rate of return - 5.46%; dividend opportunity - 50%, except for Mr. Dahlberg, whose dividend opportunity - 100%; time to exercise - 10 years; reductions for probability of forfeiture before vesting - 9.61%; and reductions for probability of forfeiture before expiration - 15.51% except for Mr. Dahlberg whose reductions for probability of forfeiture before expiration - 20.20%. These assumptions reflect the effects of cash dividend equivalents paid to participants under the Performance Dividend Plan assuming targets are met.
40
AGGREGATED STOCK OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES Aggregated Stock Option Exercises. The following table sets forth information concerning options exercised during the year ending December 31, 1998 by the named executive officers and value of unexercised options held by them as of December 31, 1998. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-21 and III-22 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. Aggregated Stock Option Exercises in 1998 and Year-End Option Values information for SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 1998 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to 1999 annual meeting of stockholders. Value of Number of Unexercised Unexercised In-the-Money Options at Options at Fiscal Fiscal Year-End (#) Year-End($)15 Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized($)16 Unexercisable Unexercisable - --------------------------------------------------------------------------------------------------------------- SCS A. W. Dahlberg - - 289,787/354,025 2,572,413/1,690,485 Paul J. DeNicola - - 103,158/66,265 941,519/352,578 Stephen Wakefield - - 2,528/25,667 19,197/119,180 William L. Westbrook - - 32,710/31,960 264,361/169,755 Charles D. McCrary - - 33,080/27,349 284,070/129,924 Southern LINC Robert G. Dawson - - 10,273/16,243 74,235/81,319 R. Craig Elder - - 999/6,354 7,805/30,250 Energy Solutions J. Kevin Fletcher - - 6,290/11,111 44,369/83,758 Thomas R. Thames - - 0/2,424 0/4,924 See footnotes on the next page.
41
AGGREGATED STOCK OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES Value of Number of Unexercised Unexercised In-the-Money Options at Options at Fiscal Fiscal Year-End (#) Year-End($)15 Shares Acquired Value Exercisable/ Exercisable/ Name on Exercise (#) Realized($)16 Unexercisable Unexercisable - ----------------------------------------------------------------------------------------------------------------- Southern Resources Thomas G. Boren - - 43,633/45,464 361,310/221,170 S. Marce Fuller - - 7,822/26,500 53,339/130,393 Raymond D. Hill - - 7,822/26,500 53,339/130,393 Richard J. Pershing - - 7,822/26,500 53,339/130,393 James A. Ward Southern Nuclear William G. Hairston, III - - 49,736/39,911 405,508/210,606 Jack D. Woodard - - 27,870/25,430 225,766/127,947 David N. Morey - - 9,738/16,673 68,563/88,022 H. L. Sumner, Jr. - - 6,711/12,459 47,649/65,037 James B. Beasley, Jr. - - 6,521/10,527 46,053/56,018 15 This represents the excess of the fair market value as of December 31, 1998, of the option shares over exercise price of the options. One column reports the "value" of options that are vested and therefore could be exercised; the other the "value" of options that are not vested and therefore could not be exercised as of December 31, 1998. 16 The "Value Realized" is ordinary income, before taxes, and represents the amount equal to the excess of the fair market value of the shares or rights at the time of exercise over the exercise price.
42
LONG-TERM INCENTIVE PLANS - AWARDS IN 1998 Long-Term Incentive Awards. The following table sets forth the long-term incentive plan awards made to the named executive officers for the performance period January 1, 1998 through December 31, 2001. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-23 and III-24 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. Long-Term Incentive Plans- Awards information for SOUTHERN is incorporated by reference to "Aggregated Stock Option Exercises in 1998 and Year-End Option Values" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1999 annual meeting of stockholders. Estimated Future Payouts under Non-Stock Price-Based Plans Number Performance or of Other Period Units Until Maturation Threshold Target Maximum Name (#)17 or Payout ($)18 ($)18 ($)18 - ---------------------------------------------------------------------------------------------------------------------------------- PRODUCTIVITY IMPROVEMENT PLAN SCS A. W. Dahlberg 510,845 4 years 255,423 510,845 1,021,690 Paul J. DeNicola 282,836 4 years 141,418 282,836 565,672 Stephen Wakefield 161,115 4 years 80,557 161,115 322,229 William L. Westbrook 120,832 4 years 60,416 120,832 241,664 Charles D. McCrary 174,068 4 years 87,034 174,068 348,136 Energy Solutions J. Kevin Fletcher 46,620 4 years 23,310 46,620 93,240 Thomas R. Thames 32,379 4 years 16,190 32,379 64,758 Southern Nuclear William G. Hairston, III 182,766 4 years 91,383 182,766 365,532 Jack D. Woodard 89,508 4 years 44,754 89,508 179,017 David N. Morey 65,265 4 years 32,632 65,265 130,530 H. L. Sumner, Jr. 65,265 4 years 32,632 65,265 130,530 James B. Beasley, Jr. 65,265 4 years 32,632 65,265 130,530
See footnotes on the next page. 43
LONG-TERM INCENTIVE PLANS - AWARDS IN 1998 Estimated Future Payouts under Non-Stock Price-Based Plans Number Performance or of Other Period Units Until Maturation Threshold Target Maximum Name (#)17 or Payout ($)18 ($)18 ($)18 - ---------------------------------------------------------------------------------------------------------------------------------- LONG-TERM INCENTIVE PLAN 19 Southern LINC Robert G. Dawson 85,360 3 years 42,680 85,360 256,080 R. Craig Elder 18,133 3 years 9,066 18,133 54,399 VALUE CREATION PLAN 20 Southern Resources Thomas G. Boren 126,711 4 - 10 years - 243,285 - S. Marce Fuller 69,713 4 - 10 years - 133,848 - Raymond D. Hill 69,713 4 - 10 years - 133,848 - Richard J. Pershing 69,713 4 - 10 years - 133,848 - James A. Ward (Standard) 30,348 4 - 10 years - 58,268 - James A. Ward (Indexed) 54,582 4 - 10 years - - - 17 A performance unit is a method of assigning a dollar value to a performance award opportunity. Under the Executive Productivity Improvement Plan of the Company (the "plan"), the number of units granted to named executive officers (except Mr. Boren who does not participate in the plan) is 50 to 65 percent of their base salary range midpoint at the beginning of the performance period, with each unit valued at $1.00. No awards are paid unless the participant remains employed by the Company through the end of the performance period. 18 The threshold, target, and maximum value of a unit under the plan is $0.50, $1.00 and $2.00, respectively, and can vary based on the Company's return on common equity and total shareholder return relative to selected groups of electric and gas utilities. If certain minimum performance relative to the selected groups is not achieved, there will be no payout; nor is there a payout if the current earnings of the Company are not sufficient to fund the dividend rate paid in the last calendar year. The plan provides that in the discretion of the committee extraordinary income may be excluded for purposes of calculating the amount available for the payment of awards. All awards are payable in cash at the end of the performance period. The threshold, target and maximum value of a unit under Southern LINC's Long-Term Incentive Plan is 50%, 100% and 300%, respectively. The target value of a unit under the Southern Energy, Inc. Value Creation Plan is not determinable. The actual value, if any, a participant may realize ultimately depends on the value of Southern Energy, Inc. at a future date. As of December 31, 1998, each unit of phantom interest in Southern Energy, Inc. had a value of $11.65. Based on the 1998 performance, the rights awarded to Messrs. Boren, Hill, Pershing, Ward and Ms. Fuller would have values of $243,285, $133,848, $133,848, $58,268 and $133,848, respectively. 19 Under Southern LINC's Long-Term Incentive Plan, annual target awards range from 5 to 40 percent of base salary as of the end of the plan period, depending upon the grade of the participant at the beginning of the performance period. Performance is measured based on Southern LINC's net income. Incentives are earned based on the achievement of the overlapping three-year net income targets. 20 The Compensation & Management Succession Committee awarded Messrs. Boren, Hill, Pershing, Ward and Ms. Fuller 126,711 rights, 69,713 rights, 69,713 rights, 84,930 rights and 69,713 rights, respectively, to the appreciation in the value of Southern Energy, Inc. over a term of ten years from March 15, 1998, under the Southern Energy, Inc. Value Creation Plan. Each unit of phantom interest in Southern Energy, Inc. had an initial value and exercise price of $9.73. Standard appreciation rights vest annually at a rate of 25 percent on the anniversary date of the grant and indexed appreciation rights vest on the fourth anniversary of the grant.
44 ITEM 6. OFFICERS AND DIRECTORS. PART III. (b) Stock Ownership. The following tables show the number of shares of SOUTHERN common stock and preferred stock owned by the directors, nominees and executive officers as of December 31, 1998. It is based on information furnished to SOUTHERN by the directors, nominees and executive officers. The shares owned by all directors, nominees and executive officers of each company as a group constitute less than one percent of the total number of shares of the respective classes outstanding on December 31, 1998. SOUTHERN is incorporated by reference to "Stock Ownership" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1999 annual meeting of stockholders. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-31 through III-36 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1)(2) - ------------------ -------------- ------------------ SCS A. W. Dahlberg SOUTHERN Common 355,291 Paul J. DeNicola SOUTHERN Common 139,642 H. Allen Franklin SOUTHERN Common 177,239 Elmer B. Harris SOUTHERN Common 222,887 Stephen Wakefield SOUTHERN Common 16,235 William L. Westbrook SOUTHERN Common 97,558 Charles D. McCrary SOUTHERNCommon 39,957 The directors, nominees and executive officers of SCS as a Group SOUTHERN Common 1,121,447 shares SEGCO Robert L. Boyer SOUTHERN Common 52,004 H. Allen Franklin SOUTHERN Common 177,239 Elmer B. Harris SOUTHERN Common 222,887 Robert H. Haubein, Jr. SOUTHERN Common 29,002 William B. Hutchins, III SOUTHERN Common 48,307 45 ITEM 6. OFFICERS AND DIRECTORS. PART III. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1)(2) - ------------------ -------------- ------------------ SEGCO (continued) Charles D. McCrary SOUTHERN Common 39,957 Earl B. Parsons, Jr. SOUTHERN Common 10,896 David M. Ratcliffe SOUTHERN Common 79,206 The directors, nominees and executive officers of SEGCO as a Group SOUTHERN Common 667,586 shares Southern LINC A. W. Dahlberg SOUTHERN Common 355,291 Robert G. Dawson SOUTHERN Common 32,517 Paul J. DeNicola SOUTHERN Common 139,642 H. Allen Franklin SOUTHERN Common 177,239 Elmer B. Harris SOUTHERN Common 222,887 W. L. Westbrook SOUTHERN Common 97,558 R. Craig Elder SOUTHERN Common 6,171 The directors, nominees and executive officers of Southern LINC as a Group SOUTHERN Common 1,031,306 shares 46 ITEM 6. OFFICERS AND DIRECTORS. PART III. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned (1)(2) - ------------------ -------------- ------------------ Energy Solutions Robert S. Beason SOUTHERN Common 10,743 J. Kevin Fletcher SOUTHERN Common 14,878 C. Alan Martin SOUTHERN Common 3,803 Michael L. Scott SOUTHERN Common 11,865 Bertram Sears SOUTHERN Common 2,122 J. Thomas Kilgore SOUTHERN Common 9,153 Allen Leverett SOUTHERN Common 6,324 William T. Orr SOUTHERN Common 209 Thomas R. Thames SOUTHERNCommon 1,712 The directors, nominees and executive officers of Energy Solutions as a Group SOUTHERN Common 60,811 shares Southern Resources Thomas G. Boren SOUTHERN Common 57,732 A. W. Dahlberg SOUTHERN Common 355,291 Paul J. DeNicola SOUTHERN Common 139,642 H. Allen Franklin SOUTHERN Common 177,239 W. L. Westbrook SOUTHERN Common 97,558 S. Marce Fuller SOUTHERN Common 11,538 Raymond D. Hill SOUTHERN Common 9,700 47 ITEM 6. OFFICERS AND DIRECTORS. PART III. Name of Directors or Nominees and Number of Shares Executive Officers Title of Class Beneficially Owned(1)(2) - ------------------ -------------- ------------------ Southern Resources (continued) Richard J. Pershing SOUTHERN Common 30,642 James A. Ward SOUTHERN Commons 11,756 The directors, nominees and executive officers of Southern Resources as a Group SOUTHERN Common 1,250,094 shares Southern Nuclear A. W. Dahlberg SOUTHERN Common 355,291 Paul J. DeNicola SOUTHERN Common 139,642 H. Allen Franklin SOUTHERN Common 177,239 William G. Hairston, III SOUTHERN Common 70,217 Elmer B. Harris SOUTHERN Common 222,887 James B. Beasley, Jr. SOUTHERN Common 20,843 David N. Morey SOUTHERN Common 27,316 H. L. Sumner, Jr. SOUTHERN Common 9,103 Jack D. Woodard SOUTHERN Common 54,684 The directors, nominees and executive officers of Southern Nuclear as a Group SOUTHERN Common 1,077,222 shares Notes to Item 6, Part III(b): (1) As used in these tables, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security and/or investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). (2) The shares shown include shares of common stock of which certain directors and officers have the right to acquire beneficial ownership within 60 days pursuant to the Executive Stock Option Plan, as follows: Mr. Beasley, 6,521 shares; Mr. Beason, 2,626 shares; Mr. Boren, 43,633 shares; Mr. Boyer, 9,134 shares; Mr. Dahlberg, 289,787 shares; Mr. Dawson, 10,273 shares; Mr. DeNicola, 103,158 shares; Mr. Elder, 999 shares; Mr. Fletcher, 6,290 shares; Mr. Franklin, 149,760 shares; Mr. Fuller, 7,822 shares; Mr. Hairston, 49,736 shares; Mr. Harris, 183,510 shares; Mr. Haubein, 26,696 shares; Mr. Hill, 7,822 shares; Mr. Hutchins, 32,521 shares; Mr. Kilgore, 4,454 shares; Mr. Leverett, 4,144 shares; Mr. Martin, 2,018 shares; Mr. McCrary, 33,080 shares; Mr. Morey, 9,738 shares; Mr. Parsons, 6,188 shares; Mr. Pershing, 7,822 shares; Mr. Ratcliffe, 69,668 shares; Mr. Scott, 7,684 shares; Mr. Sears, 691 shares; Mr. Sumner, 6,711 shares; Mr. Wakefield, 2,528 shares; Mr. Ward, 4,727 shares; Mr. Westbrook, 32,710 shares; and Mr. Woodard, 27,870 shares. Also included are shares of SOUTHERN common stock held by the spouse of Mr. Harris, 310 shares. 48 ITEM 6. OFFICERS AND DIRECTORS. PART III. (c) Contracts and transactions with system companies. ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-37 and III-38 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. (d) Indebtedness to system companies. None. (e) Participation in bonus and profit sharing arrangements and other benefits. SOUTHERN is incorporated by reference to "Executive Compensation" under ELECTION OF DIRECTORS in SOUTHERN's definitive Proxy Statement relating to the 1999 annual meeting of stockholders. Also, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH are incorporated by reference to page numbers III-29 and III-30 in the SOUTHERN system's combined Form 10-K for the year ended December 31, 1998. SOUTHERN's Change in Control Plan is applicable to certain of its officers, and individual change in control agreements have been entered into with some of the most highly compensated executive officers of SCS, SEGCO, Southern LINC, Southern Nuclear and Southern Resources. If an executive is involuntarily terminated, other than for cause, within two years followinga change in control of SOUTHERN the agreements provide for: o lump sum payment of two or three times annual compensation, o up to five years' coverage under group health and life insurance plans, o immediate vesting of all stock options and stock appreciation rights previously granted, o payment of any accrued long-term and short-term bonuses and dividend equivalents, and o payment of any excise tax liability incurred as a result of payments made under the agreement. A change in control is defined under the agreements as: o acquisition of at least 20 percent of the SOUTHERN's stock, o a change in the majority of the members of the SOUTHERN's board of directors, o a merger or other business combination that results in SOUTHERN's shareholders immediately before the merger owning less than 65 percent of the voting power after the merger, or o a sale of substantially all the assets of SOUTHERN. If a change in control affects only a subsidiary of SOUTHERN, these payments would only be made to executives of the affected subsidiary who are involuntarily terminated as a result of that change in control. SOUTHERN also has amended its short- and long-term incentive plans to provide for pro-rata payments at not less than target-level performance if a change in control occurs and the plans are not continued or replaced with comparable plans. (f) Rights to indemnity. Incorporated by reference are the by-laws, for the companies of the SOUTHERN system, contained herein as Exhibits. 49 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (1) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any political party, candidate for public office or holder of such office, or any committee or agent thereof.
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- None
ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH have established political action committees and have incurred certain costs in the administration of these committees in accordance with the provisions of the Federal Election Campaign Act and the Public Utility Holding Company Act. (2) Expenditures, disbursements or payments, directly or indirectly, in money, goods or services, to or for the account of any citizens group or public relations counsel. The information called for by this item was compiled, and memoranda from each company in the system were received and are being preserved by SOUTHERN, in accordance with the instructions to this item.
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- SOUTHERN Bahamas National Trust Support 426 5,930 Carl E. Sanders YMCA Support 426 25,000 Centennial Olympic Park Support 426 50,000 Chattahoochee Nature Center Support 426 1,000 Corporate Partners in Conservation Support 426 2,000 East Lake Community Foundation Support 426 50,000 Edison Electric Institute Support 426 575,000 Emissions Marketing Association Support 426 5,000 Friends of John A. White Park Support 426 50,000 Georgia State University Support 426 100,000 Nature Conservancy Support 426 15,000 North Carolina American Fisheries Society Support 426 2,000 Resource for the Future Support 426 25,000 Southern Environmental Center Support 426 12,500 The Carter Center Support 426 80,000 ALABAMA Business Council of Alabama Dues & Support 930,426,793 520,855 Cahaba River Society Support 793,426 3,060 Edison Electric Institute Dues 930,426,921 530,432 National Association of Manufacturers Dues 426 15,000 Nature Conservancy Dues 426 10,000 Nature Conservancy of Alabama Support 426 1,000 Nuclear Energy Institute Dues 524,426 324,530 Public Affairs Research Council of Alabama Dues & Support 426 10,320
50
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued) Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- GEORGIA Buckhead Coalition Dues 930 5,000 Central Atlanta Progress Dues 930 26,250 Clean Cities Atlanta Dues 930 5,000 Edison Electric Institute Dues 426,930 735,876 Georgia Conservancy Support 426 6,000 Georgia Council on Economic Education Dues n/a 20,000 * Nature Conservancy Support 426 27,500 n/a 30,000 * Nuclear Energy Institute Dues 524,426 409,019 ** Regional Business Coalition Dues 930 6,000 Southern Coalition Dues 930 3,500 * Georgia Power Foundation. ** Excludes dues billed to joint owners of Plants Hatch and Vogtle. GULF Associated Industries of Florida Dues 930 7,000 Century Chamber of Commerce Support 912 10,250 Economic Development Council - Okaloosa County Dues & Support 912 11,050 Economic Development Council - Walton County Support 912 15,000 Enterprise Florida Support 912 25,500 Florida Chamber of Commerce Dues & Support 912 13,000 Florida Chanber of Commerce Foundation, Inc. Dues 912 10,000 Florida Public Relations Association Dues 921 885 Florida State Society of Washington, D.C. Dues 426 300 Florida Tax Watch, Inc. Dues 426 5,000 Foundation for the Future Support 912 50,000 Haas Center - University of West Florida Support 912 14,000 Northwest Florida Regional Economic Development Coalition Support 912 96,665 T.E.A.M. Santa Rosa - Council of Economic Activity Dues & Support 912 11,000 Washington County Chamber of Commerce Support 912 11,000 Other Economic Development Councils/ Activity Groups (9 Beneficiaries) Dues & Support 426,912,930 15,325
51 ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. (Continued)
Accounts Charged, if any, per Books of Disbursing Name of Company Name of Recipient or Beneficiary Purpose Company Amount($) - --------------- -------------------------------- ------- ------- --------- MISSISSIPPI Area Development Partnership Dues 930 6,350 Business and Industry Political Education Committee Dues 930 1,750 Coastal Conservation Association of Mississippi Dues 930 2,000 East Mississippi Business Development Corporation Dues 930 10,000 Economic Development Authority of Jones County Dues 930 2,750 Edison Electric Institute Dues 930 56,420 Jackson County Economic Development Dues 930 3,000 Mississippi Manufacturers Association Dues 930 1,425 Mississippi Nature Conservancy Dues 930 5,000 Retail Association of Mississippi Dues 930 1,600 Southern Electric Exchange, Inc. Dues 930 8,614 Southeastern Electric Reliability Council Dues 930 8,404 SAVANNAH American Economic Development Council Dues 930 305 Association County Commissioners of Georgia Dues 930 500 Economic Opportunity Authority Support 426 100 Edison Electric Institute Dues 426,930 47,356 Georgia Council on Economic Education Membership 426 2,000 Georgia Economic Developers Association Dues 930 600 Georgia Municipal Association Dues 930 500 Nature Conservancy Support 426 5,000 National Association of Manufacturers Membership 930 1,500 National Council for Urban Economic Development Dues 930 620 Southern Economic Development Council Dues 930 150 Southeast Electrification Council Membership 930 1,600 Tourism Leadership Council Membership 930 500 Utilities State Government Organization Membership 426 150
52
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS. PART I. In Effect on Dec. 31 Transactions Serving Company Receiving Company Compensation Contract (Yes or No) (1) (2) (3) (4) (5) (6) - ------------------------------------------------------------------------------------------------------------------- (Note) (Note) SEI (Note) (Note) Yes (Note) (Note) Southern LINC (Note) (Note) Yes (Note) (Note) Energy Solutions (Note) (Note) Yes Sublease of railcars MISSISSIPPI ALABAMA $382,190 Yes Sublease of railcars MISSISSIPPI GEORGIA $192,167 Yes Sublease of railcars SAVANNAH ALABAMA $5,561 Yes Sublease of railcars SAVANNAH GEORGIA $376,938 Yes
Note: Southern Resources, Southern LINC, and Energy Solutions have agreements with SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH pursuant to which Southern Resources, Southern LINC and Energy Solutions reimburse each of such companies for the full cost of services, personnel and facilities provided to Southern Resources, Southern LINC and Energy Solutions. Pursuant to such agreements, during 1998 the total reimbursements to SCS, ALABAMA, GEORGIA, GULF, MISSISSIPPI and SAVANNAH from Southern Resources were $15,438,948; $108,623; $929,882; $0; $0; and $0, respectively; from Southern LINC were $32,866,933; $921,517; $5,748,028; $176,913; $2,258,669; and $28,001, respectively; and from Energy Solutions were $15,296,880; $1,207,380; $1,173,330; $93,100; and $910, respectively. Part II. None. Part III. None. 53 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES. Part I(a)
Key terms: FUCO means Foreign Utility Company FUCO-S means a subsidiary of a FUCO EWG means Exempt Wholesale Generator IS means Intermediate Subsidiary PP means Project Parent SPS means Special Purpose Subsidiary - --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, IS TRANSMISSION, DISTRIBUTION - --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ GEN TRAN DIST - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 1. Southern Electric Bahamas IS N/A N/A N/A Southern 100% Holdings, Ltd. Energy-Newco2, 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 2. Southern Electric Bahamas, Ltd. IS N/A N/A N/A Southern Electric 100% 900 Ashwood Parkway, Suite 500 Bahamas Atlanta, GA 30338 Holdings, Ltd. - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 3. ICD Utilities Limited IS N/A N/A N/A Southern Electric 25% P.O. Box F-42666 Bahamas, Ltd. Freeport, Grand Bahamas, Bahamas Foreign Company 75% - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 4. Freeport Power Company, Ltd. FUCO Note Note Note Southern Electric 62.5% Freeport, Grand Bahamas, Bahamas (1) (2) (3) Bahamas, Ltd. Port Authority Building Third Party 37.5% P.O. Box F-40888 Freeport, Grand Bahamas, Bahamas - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 5. SEI Operadora de Argentina, S.A. FUCO N/A N/A N/A Southern Energy 99.99% Buenos Aires, Argentina Resources, Inc. LN Alem 712 - Piso 7 Southern Energy, .01% (1001) Buenos Aires, Argentina Inc. - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 6. Southern Electric International Asia, Inc. SPS N/A N/A N/A Southern Energy 100% 18/F Hong Kong Telecom Tower, Resources Inc. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 7. Southern Electric International GmbH, Inc. SPS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Resources Inc. Atlanta, GA 30338 - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 8. Southern Energy Inc. (formerly known as IS N/A N/A N/A The Southern Co. 100% SEI Holdings, Inc.) 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 9. Asociados de Electricidad, S.A. IS N/A N/A N/A Southern Energy, 100% Buenos Aires, Argentina Inc. LN Alem 712 - Piso 7 (1001) Buenos Aires, Argentina - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------
54
- --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, IS TRANSMISSION, DISTRIBUTION - --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ GEN TRAN DIST - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 10. SEI y Asociados de Argentina, S.A. IS N/A N/A N/A Southern Energy, 40.52% Buenos Aires, Argentina Inc. LN Alem 712 - Piso 7 SEI Worldwide 45.79 (1001) Buenos Aires, Argentina Holdings GmbH Asociados de 1.0% Electricidad, 5.55% S.A. Third Party - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 11. Hidroelectrica Alicura, S.A. FUCO Note N/A N/A SEI y Asociados 59% Buenos Aires, Argentina (1) de LN Alem 712 - Piso 7 Argentina, S.A. 41% (1001) Buenos Aires, Argentina Third Party - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 12. Southern Energy Resources, Inc. (formerly IS N/A N/A N/A Southern Energy, 100% known as Southern Energy, Inc.) Inc. 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 13. SEI Chile, S.A. IS N/A N/A N/A Southern 100% Apoquindo 3721 Energy-Newco2, Oficina 114 Inc. Edificio "Torre Las Condes" Las Condes, Chile - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 14. Inversiones SEI Chile Limitada IS N/A N/A N/A SEI Chile, S.A. 99% Apoquindo 3721 Southern Energy, 1% Oficina 114 Inc. Edificio "Torre Las Condes" Las Condes, Chile - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 15. Electrica SEI Chile Limitada (Inactive) IS N/A N/A N/A SEI Chile, S.A. 97.05% Apoquindo 3721 Southern Energy, Oficina 114 Inc 1% Edificio "Torre Las Condes" Las Condes, Chile - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 16. Empresa Electrica del Norte Grande, S.A. FUCO Note Note N/A SEI Chile, SA 82.34% Antofagasta, Chile (3) (2) Third Party 8.85% Avenida Grecia 750 Casilla 1290 Antofagasta, Chile - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 17. Sitranor S. A. SUB N/A N/A N/A Empressa 60% Antofagasta, Chile OF Electric a del Avenida Grecia 750 FUCO Norte Grande, SA Casilla 1290 Third Party 40% Antofagasta, Chile - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 17a. Gasoducto Nor Andino Argentina, S.A. IS N/A N/A N/A Tractebel 66.67% Energia del 33.33% Limitada - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 17b.Gasoducto Nor Andino S.A IS N/A N/A N/A Tractebel 66.67% Energia del 33.33% Limitada - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------
55
- --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, IS TRANSMISSION, DISTRIBUTION - --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ GEN TRAN DIST - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 18. Energia del Pacifico IS N/A N/A N/A Edelnor 99% Apoquindo 3721, Oficina 114 S.E. Chile 1% Edificio, Las Condes, Santiago, Chile - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 19. Energia de Nuevo Leon, SA De CV FUCO N/A N/A N/A The Southern 33.33% 900 Ashwood Parkway, Suite 500 Company Atlanta, GA 30338 Foreign Corp. 33.33% Foreign Govt. 33.33% - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 20. Southern Electric International, Europe Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 International, Atlanta, GA 30338 Inc. - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 21. Southern Electric International, Inc. IS N/A N/A N/A Southern Energy, 900 Ashwood Parkway, Suite 500 Inc. 100% Atlanta, GA 30338 - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 22. Southern Investment UK, plc IS N/A N/A N/A SWEB Holdings 100% 31 Curzon Street Limited London, WIY 7AE England - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 23. South Western Electricity, plc FUCO Note N/A Note Southern 100% 800 Park Avenue (1) (3) Investment UK, Aztec West plc Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 24. Electricity Association Limited FUCO SUB N/A N/A N/A South Western 5.9% 800 Park Avenue Electricity, plc Aztec West Third Party 94.1% Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 25. SWEB Finance Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 26. Electricity Association Technology Limited SUB N/A N/A N/A South Western 7.7% Capenhurst OF Electricity, plc 92.3% Chester CH1 6ES FUCO Third Party - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 27. SWEB Telecom Limited (Inactive) SUB N/A N/A N/A South Western 100% 800 Park Avenue OF Electricity, plc Aztec West FUCO Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 28. SWEB Gas Limited (Inactive) SUB N/A N/A N/A South Western 100% 800 Park Avenue OF Electricity, plc Aztec West FUCO Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 29. South Western Energy Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------
56
- --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, IS TRANSMISSION, DISTRIBUTION - --------------------------------------------------- ----------- ---------------------------------- ------------------ ------------ GEN TRAN DIST - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 30. SWEB Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- -------------- --------- --------- ------------------ ------------ 31. SWEB Natural Gas Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 32. South Western Natural Gas Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 33.Western Natural Gas Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 34. SWEB Retail Limited (Inactive) FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 35. Electricity Pensions Limited FUCO SUB N/A N/A N/A South Western 0% 110 Buckingham Palace Road Electricity, plc Note (4) London SW1 W9SL - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 36. Electricity Pensions Trustee Limited FUCO SUB N/A N/A N/A South Western 5% 110 Buckingham Palace Road Electricity, plc London SW1 W9SL Third Party 95% - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 37. ESN Holdings Limited FUCO SUB N/A N/A N/A South Western 4.5% 800 Park Avenue Electricity, plc Aztec West Third Party 95.5% Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 38. REC Collect Limited FUCO SUB N/A N/A N/A South Western 25.0% 800 Park Avenue Electricity, plc Aztec West Third Party 75.0% Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 39. South Western Power Limited FUCO SUB Note N/A N/A South Western 100% 800 Park Avenue (1) Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------ 40. South Western Power Investments Limited FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Power Limited Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ----------- ------------- ---------- --------- ------------------ ------------
57
- --------------------------------------------------- ---------- ---------------------------- -------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ----------- GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 41. Non-Fossil Purchasing Agency Limited FUCO SUB N/A N/A N/A South Western 8.3% Bamburgh House Electricity, plc Market Street Third Party 91.7% Newcastle-upon-Tyne NE1 6BH - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 42. Winterton Power Limited FUCO SUB Note N/A N/A South Western 25.0% 800 Park Avenue (1) Power Investments Aztec West Limited Almondsbury, Bristol BS12 4SE Third Party 75.0% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 43. Teeside Power Limited FUCO SUB Note N/A N/A South Western 7.7% 4 Millbank (1) Power Investments Westminster Limited London SW1P 3ET Third Party 92.3% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 44. Wind Resources Limited FUCO SUB N/A N/A N/A South Western 45.0% 800 Park Avenue Power Investments Aztec West Limited Almondsbury, Bristol BS12 4SE Third Party 55.0% - ---------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 45. Coal Clough Limited FUCO SUB Note N/A N/A Wind Resources 100% 800 Park Avenue (1) Limited Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 46. Carland Cross Limited FUCO SUB Note N/A N/A Wind Resources 100% 800 Park Avenue (1) Limited Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 47. SWEB Property Investments Ltd. FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 48. SWEB Property Developments Ltd. FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 49. Temple Back Developments Ltd. FUCO SUB N/A N/A N/A SWEB Property 49.0% 800 Park Avenue Developments Ltd. Aztec West Third Party Almondsbury, Bristol BS12 4SE 51.0% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 50. Weston Super Mare Developments Limited FUCO SUB N/A N/A N/A Temple Back 100% 800 Park Avenue Developments, Ltd. Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- -----------
58
- --------------------------------------------------- ---------- ---------------------------- -------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ----------- GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 51. SWEB Investments Limited FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 52. South West Enterprise Limited FUCO SUB N/A N/A N/A South Western 0% 800 Park Avenue Electricity, plc Note (4) Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 53. Croeso Systems Development Ltd. FUCO SUB N/A N/A N/A SWEB Investments 50.0% Newport Road 1996 Limited St Mellons Third Party Cardiff CF3 9XW 50.0% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 54. Midlands Enterprises Fund FUCO N/A N/A N/A SWEB Investments 26.80% Newport Road SUB 1996 Limited St Mellons Cardiff CF3 9XW - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 55.Wind Electric Limited FUCO SUB N/A N/A N/A South Western 11.7% Deli Power Investments Delabole Limited Cornwall PL33 9BZ Third Party 88.3% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 56.St. Clements Services Limited FUCO SUB N/A N/A N/A South Western 9.1% 210 High Holborn Electricity, plc London WC1V 7BW Third Party 90.9% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 57.SWEB Data Collection Services Limited FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 58.SWEB Investments 1996 Limited FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 59.UK Data Collections Services Limited FUCO SUB N/A N/A N/A South Western 8.3% Chesterton House Electricity, plc 352 Avebury Boulevard Third Party 91.7% Central Milton Keynes MK9 2JH - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 60. South Western Helicopters Limited FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- -----------
59
- --------------------------------------------------- ---------- ---------------------------- -------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 61. Concorde House Limited FUCO SUB N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 62.SWEB Insurance Limited FUCO N/A N/A N/A South Western 100% Dixcart House, Sir William Place SUB Electricity, plc St. Peter Port, Guernsey Channel Islands GY 1 4NB - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 63. AZTEC Insurance Ltd. FUCO SUB N/A N/A N/A South Western 100% Dixcart House, Sir William Place Electricity, plc St Peter Port, Guernsey Channel Islands GY1 4NB - ---------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 64. SWEB Pension Trustee Limited IS N/A N/A N/A South Western 100% 800 Park Avenue Electricity, plc Aztec West Almondsbury, Bristol BS12 4SE - -------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 65. South Western Electricity Share Scheme FUCO SUB N/A N/A N/A South Western 100% Trustees Limited (Inactive) Electricity, plc 800 Park Avenue Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 66.Electralink Limited FUCO SUB N/A N/A N/A South Western 6.19% Templar House Electricity, plc 81-87 High Holborn Third parties 93.81% London WC1V 6NU - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 67.Northmere Limited FUCO SUB N/A N/A N/A South Western 0% 30 Millbank Electricity plc London SW1P 4RD + Others - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 68.Green Electron Limited FUCO SUB N/A N/A N/A South Western 90% 30 Millbank Electricity plc London SW1P 4RD Foreign Corp 10% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 69. Southern Electric International -Netherlands IS N/A N/A N/A Southern Energy 100% B.V. (formerly Tesro Holding, B.V.) International - Amsterdam, The Netherlands Europe, Inc. Hoekenrode 6-8 1102 BR Amsterdam The Netherlands - --------------------------------------------------- ---------- -------- --------- --------- -------------------- -----------
60
- --------------------------------------------------------- -------- -------------------------- ------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ GEN TRAN DIST - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 70.Southern Energy UK Generation Limited IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Europe, Inc. Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 71.Southern Energy Development - Europe Limited IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Europe, Inc. Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 72. Southern Electric, Inc. EWG N/A N/A N/A Southern Energy, 100% 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 73. SEI Beteilligungs, GmbH IS N/A N/A N/A Southern 900 Ashwood Parkway, Suite 500 EnergyNewco2, Inc. 100% Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 74. P.T. Tarahan Power Company SPS N/A N/A N/A SEI 55% JL.H.R. Rasuna Said Kav B-1 Beteilligungs, Gedung Wisma Bakrie Setiabudi GmbH Jakarta, Selatan 12920 Third Party 42.5% Foreign Domes. 2.5% - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 75. Southern Electric International Trinidad, Inc. EWG N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 International, Atlanta, GA 30338 Inc. - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 76. The Power Generation Company of EWG Note N/A N/A Southern Electric 39% Trinidad & Tobago, Limited (1) International 6A Queens Park West Trinidad, Inc. Port of Spain, Trinidad, West Indies Domestic Corp 10% Foreign Govt. 51% - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 77. Southern Electric do Brasil Participacoes, IS N/A N/A N/A Cayman Energy 90.6% Limitada Traders 900 Ashwood Parkway, Suite 500 Foreign Pension 9.4% Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 78. Southern Energy North America, Inc. IS N/A N/A N/A Southern Energy, 100% (formerly Southern Electric Wholesale Inc. Generators, Inc.) 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 79. Southern Energy Trading and Marketing, IS N/A N/A N/A Southern Energy 100% Inc. (formerly Southern Energy Marketing Inc.) Ventures, Inc. 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------ 80. SC Energy Ventures, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Trading and Atlanta, GA 30338 Marketing, Inc. - --------------------------------------------------------- -------- -------- -------- -------- ------------------- ------------
61
- --------------------------------------------------- ---------- ---------------------------- -------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 81. Southern Company Energy Marketing L.P. IS N/A N/A N/A SC Energy 59.4% 900 Ashwood Parkway, Suite 500 Ventures, Inc. Atlanta, GA 30338 Southern Company 1% Energy Marketing G.P., L.L.C Domestic Corporation 39.6% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 82. Southern Company Retail Energy Marketing L.P. IS N/A N/A N/A Southern Company 99% 900 Ashwood Parkway, Suite 500 Energy Marketing Atlanta, GA 30338 L.P., Southern Company 1% Energy Marketing G.P. L.L.C. - ---------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 83. Southern Energy Retail Trading and Marketing, IS N/A N/A N/A Southern Energy 100% Inc. Trading and 900 Ashwood Parkway, Suite 500 Marketing, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 84. SC Ashwood Holdings, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Trading and Atlanta, GA 30338 Marketing, Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 85. Southern Company Energy Marketing L.P., IS N/A N/A N/A SC Ashwood 60% L.L.C. Holdings, Inc. 900 Ashwood Parkway, Suite 500 Domestic 40% Atlanta, GA 30338 Corporation - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 86. SEI Birchwood, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 North America Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 87. Greenhost, Inc. EWG N/A N/A N/A SEI Birchwood, Inc. 50% 900 Ashwood Parkway, Suite 500 Domestic Atlanta, GA 30338 Corporation 50% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 88. Birchwood Power Partners, L.P. EWG Note N/A N/A SEI Birchwood, Inc. 50% 900 Ashwood Parkway, Suite 500 (1) Third Party Atlanta, GA 30338 50% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ----------- 62
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 89. SEI Hawaiian Cogenerators, Inc. EWG N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 North America, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 90. Southern Energy - Cajun, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 North America, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 91.Louisiana Generating, LLC IS N/A N/A N/A Southern 40% 900 Ashwood Parkway, Suite 500 Energy-Cajun, Inc. Atlanta, GA 30338 Third Party 60% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 92. SEI State Line, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 North America, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 93. State Line Holding Corporation IS N/A N/A N/A SEI State Line, 100% 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 94. State Line Energy, L.L.C. EWG N/A N/A N/A SEI State Line, 60% 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 State Line Holding 40% Corporation - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 95. Southern Energy International, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 96. Southern Energy do Brazil Ltda. SPS N/A N/A N/A Southern Energy 99.85% 900 Ashwood Parkway, Suite 500 International, Inc. Atlanta, GA 30338 Southern Energy .15% Resources, Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 97. Southern Energy-Newco2, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 International, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 98. Southern Energy- Asia, Inc. IS N/A N/A N/A Southern Energy 100% Suite 1401, Two Exchange Square International, Inc. 8 Connaught Place Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 99.Consolidated Electric Power Asia Limited SPS N/A N/A N/A Southern Energy 90% 18/F Hong Kong Telecom Tower, Asia, Inc. Taikoo Place, 979 King's Road Foreign Corp 10% Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 63
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 100.Allied Queensland Coalfields, Ltd SPS* N/A N/A N/A CEPA Fuels Ltd. 95.17% 18/F Hong Kong Telecom Tower, Marsford Taikoo Place, 979 King's Road Investments Ptd. Quarry Bay, Hong Kong Ltd. 4.83% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 101.Aberdare Collieries Pty Limited SPS N/A N/A N/A Allied Queensland 100% 18/F Hong Kong Telecom Tower, Coalfield Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 102.AQC (Wilkie Creek) Pty Ltd. SPS N/A N/A N/A AQC (Kogan Creek) 100% 18/F Hong Kong Telecom Tower, Pty Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 103.AQC (Kogan Creek) Pty Limited SPS N/A N/A N/A Allied Queensland 100% 18/F Hong Kong Telecom Tower, Coalfields Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 104.Baralaba Coal Pty Limited SPS N/A N/A N/A Allied Queensland 100% 18/F Hong Kong Telecom Tower, Coalfields Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 105.CEPA Power China (BVI) Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 106.CEPA Energy (BVI) Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 107.CEPA Project Management (BVI) Company Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 108.CEPA Energy International (BVI) Limited SPS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ * Special Purpose Subsidiary
64
- -------------------------------------------- ---------- -------------------------------- -------------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- GEN TRAN DIST - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 109.CEPA Slipform Power Systems (BVI) IS N/A N/A N/A Consolidated Electric 100% Limited Power Asia Limited 18/F Hong Kong Telecom Tower, Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 110.CEPA Tileman Power Systems (BVI) IS N/A N/A N/A Consolidated Electric 100% Limited Power Asia Limited 18/F Hong Kong Telecom Tower, Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 111.CEPA Mobile Power Systems (BVI) IS N/A N/A N/A Consolidated Electric 100% 18/F Hong Kong Telecom Tower, Power Asia Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 112.CEPA Guangxi Energy (BVI) Limited IS N/A N/A N/A Consolidated Electric 100% 18/F Hong Kong Telecom Tower, Power Asia Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 113.CEPA Nominee (BVI) Limited IS N/A N/A N/A Consolidated Electric 100% 18/F Hong Kong Telecom Tower, Power Asia Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 114.CEPA Construction Resources (BVI) SPS N/A N/A N/A CEPA Construction Limited 100% 18/F Hong Kong Telecom Tower, Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 115. Consolidated Construction Resources SPS N/A N/A N/A CEPA Construction Limited 50% Limited 18/F Hong Kong Telecom Tower, Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 116. HOPEC Engineering Design Limited SPS N/A N/A N/A Consolidated Construction 100% 18/F Hong Kong Telecom Tower, Resources Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- --------- 117.CEPA Construction (Hong Kong) Limited SPS N/A N/A N/A Consolidated Electric 100% 18/F Hong Kong Telecom Tower, Power Asia Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - -------------------------------------------- ---------- ------------ ---------- -------- ---------------------------- ---------
65
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 118.CEPA Operations, (Hong Kong) Limited SPS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 119.CEPA Eastern Power Plant Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 120.CEPA Pangasinan Electric Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 121.CEPA Pakistan (BVI) Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 122.CEPA India (BVI) Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 123.CEPA Operations (Phillippines) Corp. SPS N/A N/A N/A CEPA Operations, 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 124.CEPA Project Management and Engineering (BVI) IS N/A N/A N/A Consolidated 100% Limited Electric Power 18/F Hong Kong Telecom Tower, Asia Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 125.CEPA Energy Pakistan Limited FUCO N/A N/A N/A CEPA Pakistan 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 126.CEPA Procurement (BVI) Ltd IS N/A N/A N/A CEPA Construction 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 127.CEPA Sourcing (BVI) Ltd IS N/A N/A N/A CEPA Construction 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- --------- ---------------------------- --------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- --------- ---------------------------- --------------------- ----------- GEN TRAN DIST --------- --------- -------- 128.CEPA Procurement (Delaware) L.L.C. SPS N/A N/A N/A CEPA (BVI) 51% 18/F Hong Kong Telecom Tower, Procurement Limited Taikoo Place, 979 King's Road CEPA Sourcing Quarry Bay, Hong Kong Limited 49% - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 129.CEPA Fuels Limited (formerly CEPA Mining and IS N/A N/A N/A Consolidated 100% Engineering Limited) Electric Power Asia 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 130.Marsford Investments Pte Ltd. I/S N/A N/A N/A CEPA Mining and 100% 18/F Hong Kong Telecom Tower, Engineering Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 131.Carrigon Management Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Asia Taikoo Place, 979 King's Road Limited Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 132.Cachelot Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Asia Taikoo Place, 979 King's Road Limited Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 133.CEPA Services Corp. SPS N/A N/A N/A Hopewell Mobil 100% 18/F Hong Kong Telecom Tower, Power Systems Corp. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 134.CEPA Investment (Mauritius) Limited IS N/A N/A N/A CEPA India (BVI) 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 135.Consolidated Electric Power Asia Limited FUCO N/A N/A N/A CEPA Investment 100% (India) Private Limited (Mauritius) Limited 18/F Hong Kong Telecom Tower, Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 136.CEPA Guangxi Energy Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Asia Taikoo Place, 979 King's Road Limited Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 137.Excellent Crown Limited SPS N/A N/A N/A CEPA Intern'l 100% 18/F Hong Kong Telecom Tower, Finance Corp. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- --------- --------- --------- -------- --------------------- ----------- 67
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 138.Fortune Wheels Investment Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 139.Five Stars Venture Limited IS N/A N/A N/A CEPA Operations 16.98% 18/F Hong Kong Telecom Tower, (Hong Kong) Limited Taikoo Place, 979 King's Road CEPA Project Quarry Bay, Hong Kong Management and 15.11% Engineering (BVI) Limited CEPA Construction (Hong Kong) Limited 67.91% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 140.Hopewell Project Management Company Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 141.Hopewell Energy Limited IS N/A N/A N/A Consolidated 80% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong Foreign Company 20% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 142.Guangdong Guanghope Power Co., Ltd. FUCO N/A N/A N/A Southern 40% 18/F Hong Kong Telecom Tower, Energy(Shajiao Taikoo Place, 979 King's Road C)Limited 60% Quarry Bay, Hong Kong Foreign Company - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 143.Hopewell Energy International Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 144.Hopewell Energy (Phillippines) Corp. FUCO N/A N/A N/A Hopewell Project 60.1% 18/F Hong Kong Telecom Tower, Management Company Taikoo Place, 979 King's Road Limited Quarry Bay, Hong Kong Foreign Company 10% SE Holdings Phil. 29.9% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 145.Hopewell Power (Phillippines) Corp. IS N/A N/A N/A Consolidated 87.22% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong Foreign Company 12.78% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 146.Hopewell Tileman (Phillippines) Corp. FUCO N/A N/A N/A S.E. Holdings 100% 18/F Hong Kong Telecom Tower, Phil., Inc. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 147.Hopewell Mobile Power Systems Corp. FUCO N/A N/A N/A S.E. Holdings 100% 18/F Hong Kong Telecom Tower, Phil., Inc. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 148.Hopewell Energy International (BVI) Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 149.Lemon Grove Investments Pty Limited SPS N/A N/A N/A Allied Queensland 100% 18/F Hong Kong Telecom Tower, Coalfields Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 150.Montana Enterprises Limited SPS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 151.New Whitwood Collieries Pty Ltd. SPS N/A N/A N/A Aberdare 100% 18/F Hong Kong Telecom Tower, Collieries Pty Ltd. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 152.Navotas II (BVI) Holdings Corp. IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 153.Pangasinan Electric Corporation FUCO N/A N/A N/A CEPA Pangasinan 96.9% 18/F Hong Kong Telecom Tower, Electric Limited Taikoo Place, 979 King's Road Commonwealth 3.7% Quarry Bay, Hong Kong Development Corp - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 154.Pagbilao Shipping Corporation SPS N/A N/A N/A CEPA Construction 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 155.Phillippine Power and Infrastructure Holding IS N/A N/A N/A Consolidated 100% Corporation Electric Power 18/F Hong Kong Telecom Tower, Asia Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 156.Riverview Coal Terminal Pty Ltd. SPS N/A N/A N/A Aberdare 100% 18/F Hong Kong Telecom Tower, Collieries Pty Ltd. Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 157.CEPA - Finance Corporation SPS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Asia Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 158.Sorensen Enterprises Limited IS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 159.Sual Construction Corporation SPS N/A N/A N/A CEPA Construction 100% 18/F Hong Kong Telecom Tower, Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 160.Treharn Assets Limited SPS N/A N/A N/A Consolidated 100% 18/F Hong Kong Telecom Tower, Electric Power Taikoo Place, 979 King's Road Asia Limited Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 161.Tiaro Coal Pty Limited SPS N/A N/A N/A Allied Queensland 100% 18/F Hong Kong Telecom Tower, Coalfields Limited Taikoo Place, 979 King's Road Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 162.Southern Electric International Finance, IS N/A N/A N/A Southern Energy, 100% Inc. International, Inc. 1105 North Market Street Suite 1300 Wilmington, Delaware 19899 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 163.The Southern Company - Europe, plc IS N/A N/A N/A Southern Energy, 99% 31 Curzon Street Europe, Inc. London W1Y 7AE England Southern Energy 1% Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 164.SWEB Holdings Limited IS N/A N/A N/A SWEB Holdings U.K. 100% 800 Park Avenue Aztec West Almondsbury, Bristol BS12 4SE - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 165.Southern Energy Finance Company, Inc. IS N/A N/A N/A Southern Energy, 100% 900 Ashwood Parkway, Suite 500 Inc./Holdings Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 166.EPZ Lease, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 Finance Company, Atlanta, GA 30338 Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 167.EPZ Lease, LLC IS N/A N/A N/A EPZ Lease, Inc. 99% 900 Ashwood Parkway, Suite 500 Southern Energy 1% Atlanta, GA 30338 Finance Company, Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 168.EPZ Lease Holding A, LLC IS N/A N/A N/A EPZ Lease,LLC 99% 900 Ashwood Parkway, Suite 500 EPZ Lease, Inc. 1% Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 169.EPZ Lease Holding B, LLC IS N/A N/A N/A EPZ Lease, LLC 99% 900 Ashwood Parkway, Suite 500 EPZ Lease, Inc. 1% Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 170.EPZ Lease Holding C, LLC IS N/A N/A N/A EPZ Lease, LLC 99% 900 Ashwood Parkway, Suite 500 EPZ Lease, Inc. 1% Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 171.EPZ Lease Trust A FUCO N/A N/A N/A EPZ Lease Holding 100% 900 Ashwood Parkway, Suite 500 A, LLC Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 172.EPZ Lease Trust B FUCO N/A N/A N/A EPZ Lease Holding 100% 900 Ashwood Parkway, Suite 500 B, LLC Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 173.EPZ Lease Trust C FUCO N/A N/A N/A EPZ Lease Holding 100% 900 Ashwood Parkway, Suite 500 C, LLC Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 174.Southern Energy E Associados IS N/A N/A N/A Southern Energy 100% Participacoes, S.A. International, Inc. Av. Presidente Juscelino Kubitschek 50 Conj. 172 04543-000 Sao Paulo, Brazil - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 175.Cayman Energy Traders IS N/A N/A N/A Southern Energy 27.59% P.O. Box 309 Ugland House International Inc. South Church Street Third Party 72.41% Grand Cayman, Cayman Islands, British West Indies - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 176.SEI Germany - BEWAG, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 International Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- ----------------------- ----------- COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- ----------------------- ----------- GEN TRAN DIST -------- --------- --------- 177 SEI Worldwide Holdings, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway, Suite 500 International Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 178. SEI Worldwide Holdings (Germany) GmbH IS N/A N/A N/A SEI Germany- BEWAG, Inc. 50% MARKGRAFEN STRASSE 35 SEI Worldwide Holdings, 10117 Berlzn, Germany Inc. 50% - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 179.Southern Energy Holding IS N/A N/A N/A SEI Worldwide Holdings 100% Beteiligungsgesellschaft GmbH (Germany GmbH) MARKGRAFEN STRASSE 35 10117 Berlzn, Germany - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 180.BEWAG FUCO N/A N/A N/A Southern Energy 26% MARKGRAFEN STRASSE 35 Beteiligungsgsellschaft 10117 Berlzn, Germany GmbH Third Party 74% - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 181. Southern Energy Clairton, Inc. IS N/A N/A N/A Southern Energy Finance 100% 900 Ashwood Parkway, Suite 500 Company, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 182. Southern Energy Clairton, L.L.C IS N/A N/A N/A Southern Energy 85% 900 Ashwood Parkway, Suite 500 Clairton, Inc. Atlanta, GA 30338 Southern Energy 15% Clairton2, Inc. - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 183. Clairton 1314 B Partnership, L.P. IS N/A N/A N/A Southern Energy 27% 900 Ashwood Parkway, Suite 500 Clairton, L.L.C Atlanta, GA 30338 Domestic Corp. 73% - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 184. Southern Energy Clairton2, Inc. IS N/A N/A N/A Southern Energy Finance 100% 900 Ashwood Parkway, Suite 500 Company, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 185.Southern Company Capital Funding, Inc. IS N/A N/A N/A Southern Energy, Inc. 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 186. Southern Company Capital Trust I SPS N/A N/A N/A Southern Company 100% 900 Ashwood Parkway, Suite 500 Capital Funding, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- --------- 187. Southern Company Capital Trust II SPS N/A N/A N/A Southern Company 100% 900 Ashwood Parkway, Suite 500 Capital Funding, Inc. Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- ------------------------- ---------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 188. Southern Company Capital Trust III SPS N/A N/A N/A Southern Company 100% 900 Ashwood Parkway, Suite 500 Capital Funding, Atlanta, GA 30338 Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 189.Southern Company Capital Trust IV IS N/A N/A N/A Southern Company 100% Capital Funding, Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 190. Mobile Energy Services Holdings, Inc. IS N/A N/A N/A Southern Company 100% 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 191. Mobile Energy Services, L.L.C. IS N/A N/A N/A Mobile Energy 99% 900 Ashwood Parkway, Suite 500 Services Holdings, Atlanta, GA 30338 Inc. Southern Energy 1% Resources, Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 192. Companhia Energetica de Minas Gerais FUCO N/A N/A N/A Southern Elec. 33% (CEMIG) DoBrasil 900 Ashwood Parkway, Suite 500 Participacoes, 51% Atlanta, GA 30338 Limitada Foreign Govt. 16% General Public - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 193. CEPA Construction(Hong Kong) Limited(Branch IS N/A N/A N/A CEPA Construction 100% in the Phillippines) Limited 5/F., CTC Building, 2232 Roxas Boulevard Pasay City,Metro Manila, Phillippines - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 194. CEPA Development(Mauritius) Company Limited IS N/A N/A N/A Shelf Company NA 900 Ashwood Parkway Ownership not Suite 500 assigned Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 195. CEPA Energy Investment(Mauritius) Limited IS N/A N/A N/A Shelf Company NA 900 Ashwood Parkway Ownership not Suite 500 assigned Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 196. CEPA International Finance Corporation IS N/A N/A N/A CEPA Asia Ltd. 100% P.O. Box 71, Craigmuir Chambers, Road Town Tortola, British Virgina Islands - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 197. CEPA Project Holding(Mauritius) Limited IS N/A N/A N/A Shelf Company NA 900 Ashwood Parkway Ownership not Suite 500 assigned Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 198. CEPA Thailand (BVI) Limited IS N/A N/A N/A CEPA Asia Ltd. 100% P.O Box 957, Offshore Incorporations Centre, Road Town, Tortla, British Virgin Islands - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 199. China Johnston Southern, Limited IS N/A N/A N/A Shelf Company NA Les Jamalacs Building, Vieux Conseil Ownership not Street, Port Louis, Mauritius assigned - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 200. Consolidated Electric Power Asia(India) IS N/A N/A N/A Shelf Company NA Private Limited Ownership not N. 1, Gopaljew Lane, Mathasahi, Post assigned Taelenga Bazaar, Cuttack 753009, India - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 201. Consolidated Electric Power Asia Limited - IS N/A N/A N/A CEPA 100% India Liaison Office 239 A & B Kharvela Nagar, Unit 11, Bhubaneswar-1, Orissa, India - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 202. Consolidated Electric Power Asia IS N/A N/A N/A CEPA Asia Limited 100% Limited-Thailand Regional Office Unit 2106,21F.,Two Pacific Place, 142 Sukhumvit Road, Klongtoey, Bangkok 10110, Thailand - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 203. Johnston Southern Development Company, LLC. IS N/A N/A N/A Southern Energy Corporation Service Company, 1013 Centre China Limited 95% Road, Wilmington, New Castle County, Third Party 5% Delaware 19805 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 204. Southern Energy(Shajiao C)Limited IS N/A N/A N/A CEPA Asia Limited 80% 18th Floor, Hongkong Telecom Tower, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 205. Southern Energy China, Ltd. IS N/A N/A N/A CEPA Asia Limited 100% P.O. Box 957, Offshor Incorporations Centre, Road Town, Tortola, British Virgin Islands - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 206. Southern Energy Holdings Philippines, Inc. IS N/A N/A N/A Hopewell Energy 85.11% 5/F, CTC Building, 2232 Roxas Boulevard, Int'l Ltd. Pasay city, Metro Manila, Philippines CEPA Mobile 9.16% Pwr.Sys.Corp Navotas II Holdings 5.73% (BVI)Corp. Hopewell Proj.Mgmt Co,Ltd. .000009% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 207. Southern Energy Project Holdings SPS N/A N/A N/A Hopewell Project 100% Philippines, Inc. Management Co, Ltd. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 208. Stenus Limited IS N/A N/A N/A CEPA Asia Limited 100% P.O. Box 415, Templar House, Don Road, St. Helier, Jersey JE48WH, Channel Islands - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 209. Tranquil Star Corporation IS N/A N/A N/A CEPA Asia Limited 100% P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 210. SEI New England Holding Corp. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 211. SEI New England, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 212. Newington Energy, L.L.C SPS N/A N/A N/A SEI New England 50% 900 Ashwood Parkway Hldg.Corp. Suite 500 SEI New England 50% Atlanta, GA 30338-4780 Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 213. Southern Energy New England, L.L.C. EWG N/A N/A N/A SEI New England 50% Hldg.Corp. 1099 Hingham Street SEI New England 50% Inc. Rockland, MA 02370 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 214.Southern Energy Canal, L.L.C. EWG N/A N/A N/A Southern Energy 99% 9 Freezer Road New England P.O. Box 840 LLC Sandwich, MA 02563 SEI New England 1% Holding Corp - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 215. Southern Energy Kendall, L.L.C. EWG N/A N/A N/A Southern Energy 99% New England 265 First Street LLC Cambridge, MA 02142 SEI New England 1% Holding Corp - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 216. Southern Energy Canal III, L.L.C. SPS N/A N/A N/A SEI New England, 50% 9 Freezer Road Inc. P.O. Box 840 SEI New England 50% Sandwich, MA 02563 Holding Corp - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
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- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 217. SE China Investments, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway International, Suite 500 Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 218.SEI Wisconsin Holdings, Inc. IS N/A N/A N/A Southern Energy 100% North 900 Ashwood Parkway America, Inc. Suite 500 Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 219. SEI Wisconsin, L.L.C. EWG N/A N/A N/A SEI Wisconsin 100% 900 Ashwood Parkway Holding, Inc. Suite 500 Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 220. Southern Energy Texas(G.P.),Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 221. Southern Energy Southwest Investments, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 222. Southern Energy Wichita Falls, L.P. SPS N/A N/A N/A Southern Energy 99% 900 Ashwood Parkway Southwest Suite 500 Investments, Atlanta, GA 30338-4780 Inc. Southern Energy 1% Tx(G.P.)Inc - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 223. Southern Energy New York, G.P.Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 224. Southern Energy Hudson Valley Investments, IS N/A N/A N/A Southern Energy 100% Ltd. North 900 Ashwood Parkway America, Inc. Suite 500 Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
76
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 225. Southern Energy Bowline, L.L.C. SPS N/A N/A N/A Southern Energy 99% 900 Ashwood Parkway Hudson Valley Suite 500 Investments, Atlanta, GA 30338-4780 Inc. Southern Energy New York, 1% G.P.,Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 226. Southern Energy Lovett, L.L.C. SPS N/A N/A N/A Southern Energy 99% 900 Ashwood Parkway Hudson Valley Suite 500 Investments, Atlanta, GA 30338-4780 Inc. Southern Energy New York 1% ,G.P.Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 227. Southern Energy NY-Gen, L.L.C. SPS N/A N/A N/A Southern Energy 99% 900 Ashwood Parkway Hudson Valley Suite 500 Investments, Atlanta, GA 30338-4780 Inc. Southern Energy New York 1% ,G.P.Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 228. Southern Energy Bay Area Investments, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 229. Southern Energy Golden States Holding Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North Suite 500 America, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 230. Southern Energy Delta, L.L.C. SPS N/A N/A N/A Southern Energy 50% 900 Ashwood Parkway Bay Area Suite 500 Investments Atlanta, GA 30338-4780 Southern Energy 50% Golden States Holding Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 231. Southern Energy Potrero, L.L.C. SPS N/A N/A N/A Southern Energy 50% 900 Ashwood Parkway Bay Area Suite 500 Investments Atlanta, GA 30338-4780 Southern Energy 50% Golden States Holding Inc. - -----------------------------------------------------------------------------------------------------------------------------
77
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 231a.Southern Energy California, L.L.C. IS N/A N/A N/A Southern Energy 50% 900 Ashwood Parkway Bay Area Suite 500 Investments Atlanta, GA 30338-4780 Southern Energy 50% Golden States, Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 232. Gasoducto Nor Andino Argentina, S.A. IS N/A N/A N/A Tractebel 66.67% Apoquindo 3721 Energia del 33.33% Oficina 114 Limitada Edificio "Torre Las Condes" Las Condes, Chile - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 233. Gasoducto Nor Andino, S.A IS N/A N/A N/A Tractebel 66.67% Apoquindo 3721 Energia del 33.33% Oficina 114 Limitada Edificio "Torre Las Condes" Las Condes, Chile - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 234. Southern Energy Carbontronics, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwod Parkway Finance Suite 500 Company, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 235. Southern Energy Carbontronics, IS N/A N/A N/A Southern Energy 99% L.L.C. 900 Ashwod Parkway Carbontronics, Suite 500 Inc. Atlanta, GA 30338-4780 Southern Energy 1% Finance - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 236. Carbontronics Synfuels Investors, L.P.(Rule IS N/A N/A N/A Domestic 75.25% 58 Energy-Related Company) Corporations 900 Ashwod Parkway Southern Energy 24.75% Suite 500 Clairton, Atlanta, GA 30338-4780 L.L.C. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 237. Dutch Gas Lease, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway Finance Suite 500 Company, Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 238. Dutch Gas Lease, LLL. IS N/A N/A N/A Dutch Gas Lease, 99% 900 Ashwood Parkway Inc. Suite 500 Southern Energy 1% Atlanta, GA 30338-4780 Finance Company.,Inc - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
78
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 239. Dutch Gas Lease Holding A, L.L.C. IS N/A N/A N/A Dutch Gas Lease, 99% 900 Ashwood Parkway L.L.C. Suite 500 Dutch Gas Lease, 1% Atlanta, GA 30338-4780 Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 240. Dutch Gas Lease Trust A FUCO N/A N/A N/A Dutch Gas Lease 100% 900 Ashwood Parkway Holding A, Suite 500 L.L.C. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 241. Dutch Gas Lease Holding B, L.L.C. IS N/A N/A N/A Dutch Gas Lease, 99% 900 Ashwood Parkway L.L.C. Suite 500 Dutch Gas Lease, 1% Atlanta, GA 30338-4780 Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 242. Dutch Gas Lease Trust B FUCO N/A N/A N/A Dutch gas Lease 100% 900 Ashwood Parkway Holding Suite 500 Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 243. Dutch Gas Lease Holding C, L.L.C. IS N/A N/A N/A Dutch Gas Lease, 99% 900 Ashwood Parkway L.L.C. Suite 500 Dutch Gas Lease, 1% Atlanta, GA 30338-4780 Inc. - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 244. Dutch Gas Lease Trust C FUCO N/A N/A N/A Dutch Gas Lease 100% 900 Ashwood Parkway Holding C, Suite 500 L.L.C. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 245. Southern Energy Development IS N/A N/A N/A SEZ Worldwide 100% Europa GMBH Holdings GMBH MARKGRAFENSTRASSE 35 10117 Berlzn, Germany - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 246. Southern Energy ASIA Ventures, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway ASIA Inc. Suite 500 Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 247. SWEB Holdings UK IS N/A N/A N/A Southern Electric 49% 31 Curzon Street International London W1Y 7AE England Europe Inc. Domestic Corp 51% - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 248. Mobile Development Company SPS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway North America Suite 500 Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 249. Southern Energy Caribe, Ltd. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway International, Suite 500 Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 250. Southern Energy Europe, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway International, Suite 500 Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
79
- --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ COMPANY, LOCATION AND ADDRESS FUCO, GENERATION, OWNERSHIP % OWNED EWG, TRANSMISSION, IS DISTRIBUTION - --------------------------------------------------- ---------- ---------------------------- -------------------- ------------ GEN TRAN DIST -------- --------- --------- 251. SEI Brazil Holdings, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway International, Suite 500 Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------ 252. SEI South America, Inc. IS N/A N/A N/A Southern Energy 100% 900 Ashwood Parkway International, Suite 500 Inc. Atlanta, GA 30338-4780 - --------------------------------------------------- ---------- -------- --------- --------- -------------------- ------------
80
Note 1 - Generating Facilities: Facilities in Operation - ------------------------------ -------------------- ----------- ----------------------------- --------------- ------------------- Megawatts of Capacity Percentage - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Facility Location Units Owned Operated Ownership Type - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Alicura Argentina 4 (A) 551 (A) 1,000 55.14% Hydro - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- BEWAG Germany 18 443 - 26.00% Coal - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- BEWAG Germany 17 375 - 26.00% Oil & Gas - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Birchwood Virginia 1 111 222 50.00% Coal (B) - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEPA China 3 634 - (C) 32.00% Coal - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEPA Philippines 2 641 735 87.22% Coal - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEPA Philippines 3 189 210 90.00% Oil - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEPA Philippines 13 381 381 100.00% Oil - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEMIG Brazil 33 193 - 3.6% Hydro - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEMIG Brazil 2 5 - 3.6% Thermal - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- CEMIG Brazil 1 - - 3.6% Wind - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Edelnor Chile 2 281 341 82.34% Coal - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Edelnor Chile 37 95 115 82.34% Oil - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Edelnor Chile 2 8 10 82.34% Hydro - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Freeport Grand Bahama 8 79 126 62.50% Oil - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Mobile Energy Alabama 3 111 111 100.00% Waste/Biomass (B) - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- PowerGen Co. Trinidad and Tobago 21 459 1,178 39.00% Gas - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- State Line Indiana 2 490 490 100.00% Coal - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- South Western Electricity United Kingdom 8 71 - (C) 3.77% Gas - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- South Western Electricity United Kingdom 12 8 16 49.00% Oil & Gas - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- South Western Electricity United Kingdom 3 3 - (C) 18.62% Wind - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- South Western Electricity United Kingdom 3 - - (C) 12.25% Landfill Gas - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- SE New England Maine 8 1,267 1,267 100.00% Oil & Gas - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Total Capacity 6,395 6,202(C) - ------------------------------ -------------------- ----------- ------------ ------------- -------------- ----------------------- Facilities Under Development - ---------------------------------- ------------------------------ ------- -------------------------- --------------- ----------- Megawatts of Capacity Percentage - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- Facility Location Units Owned Operated Ownership Type - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- CEMIG Brazil 1 1 - 3.6% Hydro - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- CEPA Philippines 2 1,121 1,218 92.00% Coal - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- Edelnor Chile 1 206 250 82.34% Gas - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- Total Capacity 1,328 1,468 - ---------------------------------- ------------------------------ ------- ------------ -------------- --------------- ---------- (A) Represents megawatts of capacity under a concession agreement expiring in the year 2023. (B) Cogeneration facility. (C) Does not include Shajiao C (1,980 MW) or UK power plants (150 MW) that are partially owned but not operated by CEPA and SWEB, respectively.
81 Note 2 - Transmission Facilities: Edelnor (Chile) - approximately 978 kilometers as follows: Operating Voltage Approximate Kilometers (kVs) 23 17 66 197 110 298 220 466 --- 978 Freeport (Grand Bahamas) - approximately 50 miles of 69 kV transmission lines. 82 Note 3 - Distribution Facilities: Freeport (Grand Bahamas) - 420 Miles of 7.2 KV Overhead 18 Miles of 7.2 KV Underground 205 Miles of 12.5 KV Overhead 20 Miles of 7.2 KV Underground South West Electricity (United Kingdom) - approximately 48,054 kilometers as follows: Operating Voltage Approximate Kilometers (kVs) Under 5 18,943 6.6 148 11 23,668 33 3,794 132 1,523 ----- 48,076 South Western Electricity's distribution system for the Isles of Scilly includes 57 kilometers of 33 kV submarine cable, which connects the islands to the mainland, and 15 kilometers of 11 kV submarine cable which interconnects the individual islands. Note 4 - Notes to Item 9 - Part 1(a): Electricity Pensions Limited and South West Enterprise Limited are both subsidiaries of South Western Electricity, plc that show 0% ownership due to both companies being limited by a guarantee. Electricity Pensions Limited was created to coordinate the administration of the Electricity Supply Pension Scheme. South West Enterprise Limited was created to catalyze, coordinate, and promote economic development in Devon and Cornwall. 83 ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES PART I(b); PART I(c) and PART I(d) are being filed pursuant to Rule 104. PART II Exhibits H and I submitted with this filing, are being incorporated by reference. PART III is being filed pursuant to Rule 104. 84 ITEM 10 - FINANCIAL STATEMENTS AND EXHIBITS SOUTHERN AND SUBSIDIARY COMPANIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1998
Page Number REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS A-1 FINANCIAL STATEMENTS: Consolidating Statement of Income for the Year Ended December 31, 1998 A-2 Consolidating Statement of Cash Flows for the Year Ended December 31, 1998 A-4 Consolidating Balance Sheet at December 31, 1998 A-6 Consolidating Statement of Capitalization at December 31, 1998 A-10 Consolidating Statement of Retained Earnings for the Year Ended December 31, 1998 A-14 Consolidating Statement of Paid-in Capital for the Year Ended December 31, 1998 A-15 Notes to Financial Statements at December 31, 1998 A-16 OTHER FINANCIAL STATEMENTS: ALABAMA consolidated with ALABAMA TRUST I and ALABAMA TRUST II A-17 Alabama Property Company (Unaudited; Not consolidated in Parent, ALABAMA) A-22 GEORGIA consolidated with PIEDMONT, GEORGIA CAPITAL, GEORGIA TRUST I, GEORGIA TRUST II and GEORGIA TRUST III A-25 GULF consolidated with GULF TRUST I A-30 MISSISSIPPI consolidated with MISSISSIPPI TRUST I A-34 SAVANNAH consolidated with SAVANNAH ELECTRIC TRUST I A-38 EXHIBITS A-42 SCHEDULES: Schedules supporting financial statements of ALABAMA, GEORGIA, GULF, MISSISSIPPI, SAVANNAH and SEGCO are incorporated by reference to those companies' annual reports on Federal Energy Regulatory Commission Form 1 for the year ended December 31, 1998, as filed with the Federal Energy Regulatory Commission.
A ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Southern Company: We have audited the consolidated balance sheet and consolidated statement of capitalization of THE SOUTHERN COMPANY (a Delaware corporation) and subsidiary companies as of December 31, 1998, and the related consolidated statements of income, comprehensive income, retained earnings, paid-in capital, accumulated other comprehensive income, and cash flows for the year then ended (included in the 1998 annual report on Form 10-K, which is Exhibit A-1 to this Form U5S). These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Southern Company and subsidiary companies as of December 31, 1998, and the results of their operations and their cash flows for the year then ended, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Atlanta, Georgia February 10, 1999 A-1
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers OPERATING REVENUES: Consolidated Add (Deduct) SOUTHERN ALABAMA ------------ -------- ------- Subsidiary operating companies-- Revenues $11,403,686 $ (14,859) $ - $3,282,811 Sales to affiliates - (426,829) - 103,562 SOUTHERN, equity in earnings of subsidiary companies - (1,066,085) 1,066,085 - - ------------------------------------------------------------------------------------------------------------------------------------ Total operating revenues 11,403,686 (1,507,773) 1,066,085 3,386,373 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES: Operation-- Fuel 2,371,463 - - 900,309 Purchased power from non-affiliates 1,243,288 (136) - 92,998 Purchased power from affiliates - (398,069) - 150,897 Other 2,111,129 (44,974) 58,817 527,954 Maintenance 887,242 - - 300,383 Depreciation & amortization 1,488,900 - - 338,822 Amortization of deferred Plant Vogtle costs, net 50,412 - - - Taxes other than income taxes 598,609 - 156 193,049 Income taxes 677,476 11,884 - 224,922 Write down of assets 341,867 - - - Income tax benefit for write down of assets (119,617) (11,701) - - - ------------------------------------------------------------------------------------------------------------------------------------ Total operating expenses 9,650,769 (442,996) 58,973 2,729,334 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING INCOME 1,752,917 (1,064,777) 1,007,112 657,039 - ------------------------------------------------------------------------------------------------------------------------------------ OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 7,129 - - 3,811 Interest income 243,060 (112,972) 58,669 68,553 Other, net 172,974 (7,541) 7,969 (35,590) Income taxes - other income 8,169 - - 6,347 - ------------------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INTEREST CHARGES 2,184,249 (1,185,290) 1,073,750 700,160 - ------------------------------------------------------------------------------------------------------------------------------------ INTEREST CHARGES AND OTHER: Interest on long-term debt 712,819 (112,006) 57,310 192,426 Allowance for debt funds used during construction (11,914) - - (4,664) Interest on interim obligations 107,555 - 38,588 11,012 Amortization of debt discount, premium, & expense, net 65,460 - - 42,494 Other interest charges 79,624 - 1,296 44,672 Distributions on capital and preferred securities of subsidiary companies 148,910 - - 22,354 - ------------------------------------------------------------------------------------------------------------------------------------ Interest charges and other, net 1,102,454 (112,006) 97,194 308,294 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME 1,081,795 (1,073,284) 976,556 391,866 Preferred dividends of subsidiary companies 25,289 - - 14,643 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES 1,056,506 (1,073,284) 976,556 377,223 Minority Interest 79,950 (71) - - - ------------------------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 976,556 $(1,073,213) $ 976,556 $377,223 ==================================================================================================================================== AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in thousands) 696,944 EARNINGS PER SHARE OF COMMON STOCK $1.40 CASH DIVIDENDS PAID PER SHARE OF COMMON STOCK $1.30 (Continued on following page)
A-2a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) OPERATING REVENUES: GEORGIA GULF MISSISSIPPI SAVANNAH Subsidiary operating companies-- Revenues $ 4,656,647 $ 607,876 $ 576,846 $ 251,439 Sales to affiliates 81,606 42,642 18,285 3,016 SOUTHERN, equity in earnings of subsidiary companies - - - - - ---------------------------------------------------------------------------------------------------------------------- Total operating revenues 4,738,253 650,518 595,131 254,455 - ---------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 917,119 197,462 156,539 53,021 Purchased power from non-affiliates 229,960 29,369 33,872 9,460 Purchased power from affiliates 161,003 14,445 36,037 35,687 Other 819,589 119,011 109,993 49,055 Maintenance 358,218 57,286 50,404 18,711 Depreciation & amortization 763,390 59,129 47,450 22,032 Amortization of deferred Plant Vogtle costs, net 50,412 - - - Taxes other than income taxes 204,623 51,462 45,965 12,342 Income taxes 406,983 34,089 34,499 16,335 Write down of assets 33,536 - - - Income tax benefit for write down of assets - - - - - ---------------------------------------------------------------------------------------------------------------------- Total operating expenses 3,944,833 562,253 514,759 216,643 - ---------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 793,420 88,265 80,372 37,812 - ---------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,235 - - 83 Interest income 79,578 931 947 384 Other, net (37,777) (2,339) 2,498 (1,781) Income taxes - other income 8,351 1,890 (165) 1,234 - ---------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 846,807 88,747 83,652 37,732 - ---------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 180,746 19,718 20,567 10,383 Allowance for debt funds used during construction (7,117) - - (133) Interest on interim obligations 12,213 1,190 943 278 Amortization of debt discount, premium, & expense, net 13,366 2,100 1,446 853 Other interest charges 17,105 2,548 790 474 Distributions on capital and preferred securities of subsidiary companies 54,327 6,034 2,796 167 - ---------------------------------------------------------------------------------------------------------------------- Interest charges and other, net 270,640 31,590 26,542 12,022 - ---------------------------------------------------------------------------------------------------------------------- NET INCOME 576,167 57,157 57,110 25,710 Preferred dividends of subsidiary companies 5,939 636 2,005 2,066 - ---------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES 570,228 56,521 55,105 23,644 Minority Interest - - - - - ---------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 570,228 $ 56,521 $ 55,105 $ 23,644 ====================================================================================================================== (Continued on following page)
A-2b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) SOUTHERN OPERATING REVENUES: SEGCO ENERGY MESH Subsidiary operating companies-- Revenues $ 1,525 $1,818,915 $ 84,406 Sales to affiliates 148,331 - - SOUTHERN, equity in earnings of subsidiary companies - - - - -------------------------------------------------------------------------------------------------------- Total operating revenues 149,856 1,818,915 84,406 - -------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel 96,409 47,186 3,418 Purchased power from non-affiliates - 843,615 4,150 Purchased power from affiliates - - - Other 14,282 239,275 20,058 Maintenance 14,579 79,523 7,899 Depreciation & amortization 8,232 221,232 12,394 Amortization of deferred Plant Vogtle costs, net - - - Taxes other than income taxes 951 86,465 1,020 Income taxes 4,111 (39,894) 2,754 Write down of assets - 308,331 - Income tax benefit for write down of assets - (107,916) - - -------------------------------------------------------------------------------------------------------- Total operating expenses 138,564 1,677,817 51,693 - -------------------------------------------------------------------------------------------------------- OPERATING INCOME 11,292 141,098 32,713 - -------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction - - - Interest income - 145,581 951 Other, net 725 229,132 (8) Income taxes - other income (49) (3,249) - - -------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 11,968 512,562 33,656 - -------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 4,267 311,237 26,366 Allowance for debt funds used during construction - - - Interest on interim obligations - 42,670 661 Amortization of debt discount, premium, & expense, net 23 3,065 2,113 Other interest charges 208 12,531 - Distributions on capital and preferred securities of subsidiary companies - 63,232 - - -------------------------------------------------------------------------------------------------------- Interest charges and other, net 4,498 432,735 29,140 - -------------------------------------------------------------------------------------------------------- NET INCOME 7,470 79,827 4,516 Preferred dividends of subsidiary companies - - - - -------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES 7,470 79,827 4,516 Minority Interest - 79,950 71 - -------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ 7,470 $ (123) $ 4,445 ======================================================================================================== (Continued on following page)
A-3a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Southern Southern OPERATING REVENUES: Linc Powercall Telecom Subsidiary operating companies-- Revenues $ 67,556 $ 4,173 $ 12,303 Sales to affiliates 11,040 - - SOUTHERN, equity in earnings of subsidiary companies - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total operating revenues 78,596 4,173 12,303 - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation-- Fuel - - - Purchased power from non-affiliates - - - Purchased power from affiliates - - - Other 92,417 8,831 5,217 Maintenance 108 3 - Depreciation & amortization 15,179 169 51 Amortization of deferred Plant Vogtle costs, net - - - Taxes other than income taxes 1,951 23 388 Income taxes (11,992) (1,862) 2,797 Write down of assets - - - Income tax benefit for write down of assets - - - - ---------------------------------------------------------------------------------------------------------------------------------- Total operating expenses 97,663 7,164 8,453 - ---------------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME (19,067) (2,991) 3,850 - ---------------------------------------------------------------------------------------------------------------------------------- OTHER INCOME (EXPENSE): Allowance for equity funds used during construction - - - Interest income 78 - 206 Other, net 17,686 - - Income taxes - other income (6,190) - - - ---------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES (7,493) (2,991) 4,056 - ---------------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES AND OTHER: Interest on long-term debt 1,638 - - Allowance for debt funds used during construction - - - Interest on interim obligations - - - Amortization of debt discount, premium, & expense, net - - - Other interest charges - - - Distributions on capital and preferred securities of subsidiary companies - - - - ---------------------------------------------------------------------------------------------------------------------------------- Interest charges and other, net 1,638 - - - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME (9,131) (2,991) 4,056 Preferred dividends of subsidiary companies - - - - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANIES (9,131) (2,991) 4,056 Minority Interest - - - - ---------------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK AND MINORITY INTEREST OF SUBSIDIARY COMPANIES $ (9,131) $ (2,991) $ 4,056 ================================================================================================================================== The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement.
A-3b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA OPERATING ACTIVITIES: Consolidated net income $ 976,556 $(1,098,502) $ 976,556 $ 391,866 Adjustments to reconcile consolidated net income to net cash provided by operating activities-- Depreciation and amortization 1,722,811 - - 425,167 Deferred income taxes and investment tax credits (22,252) 6,797 - 79,430 Write-down of assets 308,331 - - - Allowance for equity funds used during construction (7,129) - - (3,811) Amortization of deferred Plant Vogtle costs, net 50,412 - - - Loss (Gain) on asset sales (60,815) - - - Other, net (158,102) (1,786) (23,527) (62,928) Changes in certain current assets and liabilities excluding effects from acquisitions -- Receivables, net 71,889 90,765 (74,667) (21,011) Fossil fuel stock (39,179) - - (9,052) Materials and supplies (10,402) - - 11,932 Accounts payable (16,760) 30,656 3,263 26,583 Other (67,371) (72,697) 1,117 (34,472) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,747,989 1,044,767) 882,742 803,704 - --------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (2,005,288) - - (610,132) Southern Energy business acquisitions, net of cash acquired (997,625) - - - Sales of property 281,106 - - - Other 85,653 913,414 (548,116) (52,940) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (2,636,154) 913,414 (548,116) (663,072) - --------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock 234,345 - 234,345 - Capital contributions - (554,064) 270,000 30,000 Preferred securities 435,000 - - - Preferred stock 200,000 - - 200,000 Other long-term debt 2,972,598 (652,862) 360,825 1,462,990 Retirements -- Preferred stock (238,606) - - (88,000) First mortgage bonds (1,487,243) - - (771,108) Other long-term debt (599,052) 216,623 - (107,776) Interim obligations, net (353,391) 6,400 (30,434) (306,882) Payment of common stock dividends (933,341) 1,099,705 (933,341) (367,100) Payment of preferred stock dividends - 30,086 - (15,596) Miscellaneous (71,612) (14,535) (137,639) (66,869) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES 158,698 131,353 (236,244) (30,341) - --------------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 270,533 - 98,382 110,291 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 600,820 - 34,018 23,957 - --------------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 871,353 $ - $ 132,400 $ 134,248 ================================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 997,664 $(60,267) $ 99,771 $ 234,360 Income taxes 839,321 - - 188,942 (Continued on following page)
A-4a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH OPERATING ACTIVITIES: Consolidated net income $ 576,167 $ 57,157 $ 57,110 $25,710 Adjustments to reconcile consolidated net income to net cash provided by operating activities-- Depreciation and amortization 867,637 69,633 51,517 23,531 Deferred income taxes and investment tax credits (93,005) (4,684) 11,620 7,011 Write-down of assets - - - - Allowance for equity funds used during construction (3,235) - - (83) Amortization of deferred Plant Vogtle costs, net 50,412 - - - Loss (Gain) on asset sales (974) - - - Other, net (5,572) 3,463 (12,175) (6) Changes in certain current assets and liabilities excluding effects from acquisitions -- Receivables, net (33,102) 11,308 (5,486) (9,875) Fossil fuel stock (8,066) (4,917) (5,767) 221 Materials and supplies (3,090) 609 717 484 Accounts payable 47,862 823 (389) 470 Other 6,997 (18,471) (4,061) (4,859) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,402,031 114,921 93,086 42,604 - --------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (499,053) (69,731) (68,231) (18,071) Southern Energy business acquisitions, net of cash acquired - - - - Sales of property - - - - Other 67,031 5,990 (324) 1,617 - --------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (432,022) (63,741) (68,555) (16,454) - --------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - - - Capital contributions (270,000) 522 85 - Preferred securities - 45,000 - 40,000 Preferred stock - - - - Other long-term debt 584,990 50,000 103,520 30,000 Retirements -- Preferred stock (106,064) (9,455) (87) (35,000) First mortgage bonds (558,250) (45,000) (75,000) (30,000) Other long-term debt (89,990) (8,326) (13,020) (478) Interim obligations, net (25,378) (15,500) 13,000 - Payment of common stock dividends (536,600) (67,200) (51,700) (23,500) Payment of preferred stock dividends (9,137) (792) (2,005) (2,556) Miscellaneous (26,641) (4,167) (2,429) (4,798) - --------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (1,037,070) (54,918) (27,636) (26,332) - --------------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (67,061) (3,738) (3,105) (182) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 83,333 4,707 4,432 6,144 - --------------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 16,272 $ 969 $ 1,327 $ 5,962 ================================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 269,524 28,044 $ 26,133 $12,198 Income taxes 480,318 38,782 26,847 9,666 (Continued on following page)
A-4b THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued)
SOUTHERN SOUTHERN SEGCO SCS NUCLEAR ENERGY OPERATING ACTIVITIES: Consolidated net income $ 7,470 $ - $ - $ (123) Adjustments to reconcile consolidated net income to net cash provided by operating activities-- Depreciation and amortization 8,881 15,847 888 229,204 Deferred income taxes and investment tax credits (216) - - (39,395) Write-down of assets - - - 308,331 Allowance for equity funds used during construction - - - - Amortization of deferred Plant Vogtle costs, net - - - - Loss (Gain) on asset sales - - - (41,003) Other, net (159) (34) 7,625 (69,716) Changes in current assets and liabilities excluding effects from acquisitions -- Receivables, net (1,990) 23,647 (9,123) 133,497 Fossil fuel stock - - - (11,598) Materials and supplies - (298) - (20,537) Accounts payable 106 1,646 2,486 (141,330) Other (139) (1,415) (655) 54,908 - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 13,953 39,393 1,221 402,238 - ----------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (2,798) (30,117) (161) (646,843) Southern Energy business acquisitions, net of cash acquired - - - (997,625) Sales of property - - - 198,106 Other (461) 523 144 (294,836) - ----------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (3,259) (29,594) (17) (1,741,198) - ----------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: - - Proceeds -- Common stock - - - - Capital contributions - - 187 501,617 Preferred securities - - - 350,000 Preferred stock - - - - Other long-term debt - - - 1,031,894 Retirements -- Preferred stock - - - - First mortgage bonds - - - - Other long-term debt (1,591) (2,300) - (571,533) Interim obligations, net - (6,400) - 25,907 Payment of common stock dividends (8,897) - - (22,190) Payment of preferred stock dividends - - - - Miscellaneous - - - 185,466 - ----------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (10,488) (8,700) 187 1,501,161 - ----------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 206 1,099 1,391 162,201 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 94 5 2,254 398,501 - ----------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 300 $ 1,104 $ 3,645 $560,702 ============================================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $ 4,023 $5,309 $ 355 $349,153 Income taxes 3,558 - 8,723 82,485 (Continued on following page)
A-5a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Energy Southern Southern MESH Solutions Linc Powercall Telecom SERC Consolidated net income $ 4,445 $(13,234) $ (9,131) $(2,991) $ 4,056 $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities-- Depreciation and amortization 14,507 820 15,179 - - - Deferred income taxes and investment tax credits 7,841 2,878 (1,036) 62 445 - Write-down of assets - - - - - - Allowance for equity funds used during construction - - - - - - Amortization of deferred Plant Vogtle costs, net - - - - - - Loss (Gain) on asset sales - - (18,838) - - - Other, net 165 11,152 (855) (19) (3,730) - Changes in current assets and liabilities excluding effects from acquisitions -- Receivables, net (1,402) (25,182) (310) (2,621) (2,561) 2 Fossil fuel stock - - - - - - Materials and supplies (239) 30 259 (269) - - Accounts payable (385) 9,410 (1,873) 2,606 1,739 (433) Other 603 713 4,062 253 745 - - ----------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 25,535 (13,413) (12,543) (2,979) 694 (431) - ----------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Gross property additions (2,018) (3,606) (54,527) - - - Southern Energy business acquisitions, net of cash acquired - - - - - - Sales of property - - 83,000 - - - Other - (3,472) - (536) (2,381) - - ----------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (2,018) (7,078) 28,473 (536) (2,381) - - ----------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds -- Common stock - - - - - - Capital contributions - 17,605 - 3,720 328 - Preferred securities - - - - - - Preferred stock - - - - - - Other long-term debt - 1,241 - - - - Retirements -- Preferred stock - - - - - - First mortgage bonds (7,885) - - - - - Other long-term debt - - (20,661) - - - Interim obligations, net (14,104) - - - - - Payment of common stock dividends (22,518) - - - - - Payment of preferred stock dividends - - - - - - Miscellaneous - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM (USED FOR) FINANCING ACTIVITIES (44,507) 18,846 (20,661) 3,720 328 - - ----------------------------------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (20,990) (1,645) (4,731) 205 (1,359) (431) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,780 3,730 5,208 8 5,132 517 - ----------------------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 7,790 $ 2,085 $ 477 $213 $ 3,773 $ 86 =================================================================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for -- Interest (net of amount capitalized) $27,423 $ - $1,638 $ - $ - $ - Income taxes - - - - - - The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6inclusive) are an integral part of this statement.
A-5b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers ASSETS Consolidated Add (Deduct) SOUTHERN ALABAMA UTILITY PLANT: Plant in service $35,363,533 $ - $ - $ 11,352,838 Less accumulated provision for depreciation 13,239,008 - - 4,666,513 - ---------------------------------------------------------------------------------------------------------------------------- 22,124,525 - - 6,686,325 Nuclear fuel, at amortized cost 216,744 - - 95,575 Construction work in progress 1,782,482 - - 525,359 - ---------------------------------------------------------------------------------------------------------------------------- Total 24,123,751 - - 7,307,259 - ---------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Goodwill, being amortized 2,066,765 - - - Leasehold interests, being amortized 1,184,734 - - - Equity investments in subsidiaries 1,560,293 (10,364,939) 10,354,821 34,298 Nuclear decommissioning trusts 516,719 - - 232,183 Miscellaneous 643,743 (1,022,496) 10,582 12,915 - ---------------------------------------------------------------------------------------------------------------------------- Total 5,972,254 (11,387,435) 10,365,403 279,396 - ---------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 871,353 - 132,400 134,248 Special deposits 86,592 - - 4,951 Receivables-- Customer accounts receivable 1,187,489 - - 343,630 Affiliated companies 213 (1,349,310) 978,238 39,981 Other accounts and notes receivable 722,721 (80,883) 71,477 27,443 Accumulated provision for uncollectible accounts (112,511) - - (1,855) Refundable income taxes - (129,951) - 52,117 Fossil fuel stock, at average cost 251,974 - - 83,238 Materials and supplies, at average cost 515,715 - - 149,669 Prepayments 101,844 (8,531) 111 17,160 Vacation pay deferred 80,752 - - 28,390 - ---------------------------------------------------------------------------------------------------------------------------- Total 3,706,142 (1,568,675) 1,182,226 878,972 - ---------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES AND OTHER ASSETS: Deferred charges related to income taxes 1,035,724 - - 362,953 Prepaid pension costs 490,549 (19,195) - 169,393 Deferred Plant Vogtle costs - - - - Debt expense, being amortized 129,257 - - 8,602 Premium on reacquired debt, being amortized 294,055 - - 83,440 Nuclear decontamination and decommissioning fund 57,498 - - 31,088 Miscellaneous 383,256 (14,977) - 104,595 - ---------------------------------------------------------------------------------------------------------------------------- Total 2,390,339 (34,172) - 760,071 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $36,192,486 $(12,990,282) $11,547,629 $ 9,225,698 ============================================================================================================================ (Continued on following page)
A-6a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) ASSETS GEORGIA GULF MISSISSIPPI SAVANNAH UTILITY PLANT: Plant in service $ 15,441,146 $ 1,809,901 $1,553,112 $ 781,964 Less accumulated provision for depreciation 6,109,331 784,111 583,957 341,930 - ------------------------------------------------------------------------------------------------------------------------- 9,331,815 1,025,790 969,155 440,034 Nuclear fuel, at amortized cost 121,169 - - - Construction work in progress 189,849 34,863 51,517 2,908 - ------------------------------------------------------------------------------------------------------------------------- Total 9,642,833 1,060,653 1,020,672 442,942 - ------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Goodwill, being amortized - - - - Leasehold interests, being amortized - - - - Equity investments in subsidiaries 24,360 - 332 - Nuclear decommissioning trusts 284,536 - - - Miscellaneous 34,781 588 647 1,420 - ------------------------------------------------------------------------------------------------------------------------- Total 343,677 588 979 1,420 - ------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 16,272 969 1,327 5,962 Special deposits 4,037 915 92 - Receivables-- Customer accounts receivable 439,420 58,804 37,871 35,658 Affiliated companies 16,817 3,442 10,946 1,388 Other accounts and notes receivable 95,537 2,598 12,403 3,543 Accumulated provision for uncollectible accounts (5,500) (996) (621) (284) Refundable income taxes - - - - Fossil fuel stock, at average cost 104,133 24,213 16,418 4,984 Materials and supplies, at average cost 243,477 28,025 18,735 6,496 Prepayments 29,670 5,691 5,899 4,772 Vacation pay deferred 43,610 4,035 4,717 - - ------------------------------------------------------------------------------------------------------------------------- Total 987,473 127,696 107,787 62,519 - ------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES AND OTHER ASSETS: Deferred charges related to income taxes 604,488 25,308 22,697 17,130 Prepaid pension costs 103,606 13,770 - 3,281 Deferred Plant Vogtle costs - - - - Debt expense, being amortized 51,261 2,565 4,409 3,554 Premium on reacquired debt, being amortized 173,858 18,883 9,304 8,570 Nuclear decontamination and decommissioning fund 26,410 - - - Miscellaneous 100,012 18,438 23,757 16,383 - ------------------------------------------------------------------------------------------------------------------------- Total 1,059,635 78,964 60,167 48,918 - ------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 12,033,618 $ 1,267,901 $1,189,605 $ 555,799 ========================================================================================================================= (Continued on following page)
A-6b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES ELIMINATIONS CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) SOUTHERN SOUTHERN ASSETS SEGCO SCS NUCLEAR ENERGY UTILITY PLANT: Plant in service $ 320,517 $ 250,657 $ 10,932 $ 3,243,255 Less accumulated provision for depreciation 209,210 141,287 9,100 311,747 - --------------------------------------------------------------------------------------------------------------------------------- 111,307 109,370 1,832 2,931,508 Nuclear fuel, at amortized cost - - - - Construction work in progress 4,696 98 - 967,919 - --------------------------------------------------------------------------------------------------------------------------------- Total 116,003 109,468 1,832 3,899,427 - --------------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS: Goodwill, being amortized - - - 2,066,765 Leasehold interests, being amortized - - - 1,184,734 Equity investments in subsidiaries - - - 1,511,421 Nuclear decommissioning trusts - - - - Miscellaneous 7 2,354 1,461 1,585,172 - --------------------------------------------------------------------------------------------------------------------------------- Total 7 2,354 1,461 6,348,092 - --------------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents 300 1,104 3,645 560,702 Special deposits - - - 59,347 Receivables-- Customer accounts receivable - - - 246,463 Affiliated companies 29,585 144,466 111,783 1,833 Other accounts and notes receivable - 28,843 97 521,117 Accumulated provision for uncollectible accounts - - - (101,243) Refundable federal income tax - - - 65,285 Fossil fuel stock, at average cost - - - 18,971 Materials and supplies, at average cost - 2,414 - 56,533 Prepayments 778 4,824 2,467 36,915 Vacation pay deferred - - - - - --------------------------------------------------------------------------------------------------------------------------------- Total 30,663 181,651 117,992 1,465,923 - --------------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES AND OTHER ASSETS: Deferred charges related to income taxes 3,148 - - - Prepaid pension costs - 3,716 - 215,978 Deferred Plant Vogtle costs - - - - Debt expense, being amortized 125 - - 45,920 Premium on reacquired debt, being amortized - - - - Nuclear decontamination and decommissioning fund - - - - Miscellaneous 669 15,472 31,116 81,463 - --------------------------------------------------------------------------------------------------------------------------------- Total 3,942 19,188 31,116 343,361 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 150,615 $ 312,661 $ 152,401 $ 12,056,803 ================================================================================================================================= (Continued on following page)
A-7a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Energy Southern Southern ASSETS MESH Solutions Linc Powercall Telecom SERC UTILITY PLANT: Plant in service $ 371,761 $ 3,059 $ 222,593 $ - $ 1,798 $ - Less accumulated provision for depreciation 47,013 1,559 33,152 - 98 - - ------------------------------------------------------------------------------------------------------------------------------ 324,748 1,500 189,441 - 1,700 - Nuclear fuel, at amortized cost - - - - - - Construction work in progress 1,228 1,420 2,625 - - - - ------------------------------------------------------------------------------------------------------------------------------ Total 325,976 2,920 192,066 - 1,700 - - ------------------------------------------------------------------------------------------------------------------------------ OTHER PROPERTY AND INVESTMENTS: Goodwill, being amortized - - - - - - Leasehold interests, being amortized - - - - - Equity investments in subsidiaries - - - - - - Nuclear decommissioning trusts - - - - - - Miscellaneous 2,542 8,808 - 1,455 3,507 - - ------------------------------------------------------------------------------------------------------------------------------ Total 2,542 8,808 - 1,455 3,507 - - ------------------------------------------------------------------------------------------------------------------------------ CURRENT ASSETS: Cash and cash equivalents 7,790 2,085 477 213 3,773 86 Special deposits 17,200 50 - - - - Receivables-- Customer accounts receivable 14,440 - 11,203 - - - Affiliated companies 1 5,817 2,399 590 2,017 220 Other accounts and notes receivable 20 35,839 (101) 2,251 2,537 - Accumulated provision for uncollectible accounts - (624) (1,299) (29) (60) - Refundable federal income tax 2,586 8,695 732 536 - - Fossil fuel stock, at average cost 17 - - - - - Materials and supplies, at average cost 3,423 139 6,388 416 - - Prepayments - - 2,088 - - - Vacation pay deferred - - - - - - - ------------------------------------------------------------------------------------------------------------------------------ Total 45,477 52,001 21,887 3,977 8,267 306 - ------------------------------------------------------------------------------------------------------------------------------ DEFERRED CHARGES AND OTHER ASSETS: Deferred charges related to income taxes - - - - - - Prepaid pension costs - - - - - - Deferred Plant Vogtle costs - - - - - - Debt expense, being amortized 12,821 - - - - - Premium on reacquired debt, being amortized - - - - - - Nuclear decontamination and decommissioning fund - - - - - - Miscellaneous 5,458 - 50 - - 820 - ------------------------------------------------------------------------------------------------------------------------------ Total 18,279 - 50 - - 820 - ------------------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS $ 392,274 $ 63,729 $ 214,003 $5,432 $ 13,474 $ 1,126 ============================================================================================================================= (Continued on following page)
A-7b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers CAPITALIZATION AND LIABILITIES Consolidated Add (Deduct) SOUTHERN ALABAMA CAPITALIZATION (see accompanying statements): Common stock equity $ 9,796,849 $ (10,403,200) $ 9,796,849 $2,784,067 Preferred stock of subsidiaries 369,084 - - 317,512 Company or subsidiary obligated mandatorily redeemable capital and preferred securities 2,179,440 - - 297,000 Long-term debt 10,471,692 (1,957,329) 979,383 2,646,566 - ---------------------------------------------------------------------------------------------------------------------------- Total 22,817,065 (12,360,529) 10,776,232 6,045,145 - ---------------------------------------------------------------------------------------------------------------------------- MINORITY INTEREST - (535,884) - - - ---------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Amount of securities due within one year 1,525,596 - - 521,209 Notes payable 891,336 - 25,000 - Commercial paper 936,472 - 713,254 - Accounts payable-- Affiliated companies - (268,844) 3,249 79,844 Other 1,026,869 34 6,354 188,074 Customer deposits 125,078 - - 29,235 Taxes accrued-- Federal and state income 49,923 (139,791) - 82,219 Other 299,051 - 9 17,559 Interest accrued 233,355 (84,286) 19,477 38,166 Vacation pay accrued 111,611 - - 28,390 Miscellaneous 542,835 (207) - 79,095 - ---------------------------------------------------------------------------------------------------------------------------- Total 5,742,126 (493,094) 767,343 1,063,791 - ---------------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 4,480,970 (32,477) - 1,202,971 Deferred credits related to income taxes 714,665 - - 315,735 Accumulated deferred investment tax credits 723,393 - - 271,611 Employee benefits provisions 1 474,713 (39,331) - 81,114 Prepaid capacity revenues, net 96,080 - - 96,080 Department of Energy assessments 64,191 - - 27,202 Disallowed Plant Vogtle capacity buyback costs 54,458 - - - Storm damage & other property reserves 23,980 - - 19,385 Miscellaneous 1,000,845 471,033 4,054 102,664 - ---------------------------------------------------------------------------------------------------------------------------- Total 7,633,295 399,225 4,054 2,116,762 - ---------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $ 36,192,486 $ (12,990,282) $11,547,629 $9,225,698 ============================================================================================================================ 1 Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits. (Continued on following page)
A-8A
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) CAPITALIZATION AND LIABILITIES GEORGIA GULF MISSISSIPPI SAVANNAH CAPITALIZATION (see accompanying statements): Common stock equity $ 3,784,172 $ 427,652 $ 391,231 $ 175,865 Preferred stock of subsidiaries 15,527 4,236 31,809 - Company or subsidiary obligated mandatorily redeemable capital and preferred securities 689,250 85,000 35,000 40,000 Long-term debt 2,744,362 317,341 292,744 163,443 - --------------------------------------------------------------------------------------------------------------------- Total 7,233,311 834,229 750,784 379,308 - --------------------------------------------------------------------------------------------------------------------- MINORITY INTEREST - - - - - --------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Amount of securities due within one year 435,085 27,000 50,020 689 Notes payable 117,634 31,500 13,000 - Commercial paper 223,218 - - - Accounts payable-- Affiliated companies 75,774 19,756 8,788 5,014 Other 326,317 23,697 47,113 10,833 Customer deposits 69,584 12,560 3,272 5,224 Taxes accrued-- Federal and state income 15,801 - 1,124 2,467 Other 122,359 7,432 31,379 2,891 Interest accrued 60,187 5,184 2,955 3,815 Vacation pay accrued 34,443 4,035 4,717 1,978 Miscellaneous 66,350 10,050 11,448 6,700 - --------------------------------------------------------------------------------------------------------------------- Total 1,546,752 141,214 173,816 39,611 - --------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 2,249,613 166,118 143,852 82,778 Deferred credits related to income taxes 284,017 52,465 37,277 21,349 Accumulated deferred investment tax credits 381,914 29,632 25,913 11,943 Employee benefits provisions 1 177,148 28,594 47,200 6,777 Prepaid capacity revenues, net - - - - Department of Energy assessments 36,989 - - - Disallowed Plant Vogtle capacity buyback costs 54,458 - - - Storm damage & other property reserves - 1,605 910 2,080 Miscellaneous 69,416 14,044 9,853 11,953 - --------------------------------------------------------------------------------------------------------------------- Total 3,253,555 292,458 265,005 136,880 - --------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $12,033,618 $ 1,267,901 $1,189,605 $ 555,799 ===================================================================================================================== 1 Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits.
(Continued on following page) A-8b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) SOUTHERN SOUTHEN CAPITALIZATION AND LIABILITIES SEGCO SCS NUCLEAR ENERGY CAPITALIZATION (see accompanying statements): Common stock equity $ 48,720 $ 875 $ 2,049 $ 2,641,780 Preferred stock of subsidiaries - - - - Company or subsidiary obligated mandatorily redeemable capital and preferred securities - - - 1,033,190 Long-term debt 70,066 33,295 5,000 4,844,926 - ------------------------------------------------------------------------------------------------------------------ Total 118,786 34,170 7,049 8,519,896 - ------------------------------------------------------------------------------------------------------------------ MINORITY INTEREST - - - 535,142 - ------------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Amount of securities due within one year - 2,726 - 480,209 Notes payable - - - 702,151 Commercial paper - - - - Accounts payable-- Affiliated companies 8,704 32,754 18,752 1,799 Other 2 70,658 11,319 301,773 Customer deposits - - - 5,203 Taxes accrued-- Federal and state income 3,700 - 466 83,343 Other 300 1,103 977 112,913 Interest accrued 1,351 - - 173,243 Vacation pay accrued - 17,604 14,179 5,191 Miscellaneous 376 67,112 28,933 260,376 - ------------------------------------------------------------------------------------------------------------------ Total 14,433 191,957 74,626 2,126,201 - ------------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 11,194 - - 575,955 Deferred credits related to income taxes 3,822 - - - Accumulated deferred investment tax credits 2,380 - - - Employee benefits provisions 1 - 68,465 69,617 33,501 Prepaid capacity revenues, net - - - - Department of Energy assessments - - - - Disallowed Plant Vogtle capacity buyback costs - - - - Storm damage & other property reserves - - - - Miscellaneous - 18,069 1,109 266,108 - ------------------------------------------------------------------------------------------------------------------ Total 17,396 86,534 70,726 875,564 - ------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $ 150,615 $ 312,661 $ 152,401 $ 12,056,803 ================================================================================================================== 1 Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits.
(Continued on following page) A-9a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING BALANCE SHEET-- DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Energy Southern Southern CAPITALIZATION AND LIABILITIES MESH Solutions Linc Powercall Telecom SERC CAPITALIZATION (see accompanying statements): Common stock equity $ 19,333 $ 24,799 $ 92,594 $ 2,111 $ 7,947 $ 5 Preferred stock of subsidiaries - - - - - - Company or subsidiary obligated mandatorily redeemable capital and preferred securities - - - - - - Long-term debt 283,059 2,170 46,666 - - - - ------------------------------------------------------------------------------------------------------------------------------- Total 302,392 26,969 139,260 2,111 7,947 5 - ------------------------------------------------------------------------------------------------------------------------------- MINORITY INTEREST 742 - - - - - - ------------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Amount of securities due within one year 8,340 318 - - - - Notes payable 2,051 - - - - - Commercial paper - - - - - - Accounts payable-- Affiliated companies 1,040 4,456 4,674 2,066 1,877 297 Other 4,750 15,779 18,769 1,174 219 4 Customer deposits - - - - - - Taxes accrued-- Federal and state income - 47 - 26 521 - Other 449 - 1,680 - - - Interest accrued 13,108 - 155 - - - Vacation pay accrued - 436 638 - - - Miscellaneous 44 3,379 6,827 12 2,340 - - ------------------------------------------------------------------------------------------------------------------------------- Total 29,782 24,415 32,743 3,278 4,957 301 - ------------------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 59,358 3,863 17,682 43 20 - Deferred credits related to income taxes - - - - - - Accumulated deferred investment tax credits - - - - - - Employee benefits provisions 1 - 871 757 - - - Prepaid capacity revenues, net - - - - - - Department of Energy assessments - - - - - - Disallowed Plant Vogtle capacity buyback costs - - - - - - Storm damage & other property reserves - - - - - - Miscellaneous - 7,611 23,561 - 550 820 - ------------------------------------------------------------------------------------------------------------------------------- Total 59,358 12,345 42,000 43 570 820 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $392,274 $ 63,729 $ 214,003 $5,432 $13,474 $ 1,126 =============================================================================================================================== 1 Includes Post Retirement Life & Medical Provisions, Supplemental and Other Pension Accruals, Early Retirement Incentive Program Costs and Other Work Force Reduction Costs, and Miscellaneous Post Employment Benefits. The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement.
A-9b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA Common Stock Equity: Common stock, par value $5 per share Authorized -- 1 billion shares Issued -- 700 million shares Par value $ 3,498,864 $ (699,656) $3,498,864 $ 224,358 Paid-in capital 1 2,462,116 (6,299,400) 2,462,116 1,334,744 Treasury, at cost (57,863) - (57,863) - Retained earnings 3,878,332 (3,388,743) 3,878,332 1,224,965 Accumulated other comprehensive income 15,400 (15,400) 15,400 - - -------------------------------------------------------------------------------------------------------------------------- Total common stock equity 9,796,849 (10,403,199) 9,796,849 2,784,067 - -------------------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock of Subsidiaries: $100 par or stated value-- 4.20% to 7.00% 134,740 - - 47,512 $25 par or stated value-- 5.20% to 6.80% 200,000 - - 200,000 Adjustable and auction rates--at 1/1/99: 4.00% to 4.30% 120,000 - - 120,000 - -------------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$23 million) 454,740 - - 367,512 Less amount due within one year 85,656 - - 50,000 - -------------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year 369,084 - - 317,512 - -------------------------------------------------------------------------------------------------------------------------- Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities $25 liquidation value-- 6.85% to 7.00% 235,000 - - - 7.13% to 7.38% 297,000 - - 97,000 7.60% to 7.63% 415,000 - - 200,000 7.75% 649,250 - - - 8.14% to 9.00% 583,190 - - - - -------------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$168 million) 2,179,440 - - 297,000 - -------------------------------------------------------------------------------------------------------------------------- 1 Includes premium on preferred stock. (Continued on following page)
A-10
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH Common Stock Equity: Common stock, par value $5 per share Authorized -- 1 billion shares Issued -- 700 million shares Par value $ 344,250 $ 38,060 $ 37,691 $ 54,223 Paid-in capital 1 1,660,364 218,972 179,800 8,688 Treasury, at cost - - - - Retained earnings 1,779,558 170,620 173,740 112,954 Accumulated other comprehensive income - - - - - --------------------------------------------------------------------------------------------------------------------- Total common stock equity 3,784,172 427,652 391,231 175,865 - --------------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock of Subsidiaries: $100 par or stated value-- 4.20% to 7.00% 51,183 4,236 31,809 - $25 par or stated value-- 5.20% to 6.80% - - - - Adjustable and auction rates--at 1/1/99: 4.00% to 4.30% - - - - - --------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$23 million) 51,183 4,236 31,809 - Less amount due within one year 35,656 - - - - --------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year 15,527 4,236 31,809 - - --------------------------------------------------------------------------------------------------------------------- Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities $25 liquidation value-- 6.85% to 7.00% - 45,000 - 40,000 7.13% to 7.38% - - - - 7.60% to 7.63% 175,000 40,000 - - 7.75% 414,250 - 35,000 - 8.14% to 9.00% 100,000 - - - - --------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$168 million) 689,250 85,000 35,000 40,000 - --------------------------------------------------------------------------------------------------------------------- 1 Includes premium on preferred stock.
(Continued on following page.) A-10b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) SOUTHERN SOUTHERN SEGCO SCS NUCLEAR ENERGY Common Stock Equity: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Issued -- 700 million shares Par value $ 328 $725 $ 10 $ 1 Paid-in capital 1 32,472 150 2,039 2,626,379 Treasury, at cost - - - - Retained earnings 15,920 - - - Accumulated other comprehensive income - - - 15,400 - --------------------------------------------------------------------------------------------------------------- Total common stock equity 48,720 875 2,049 2,641,780 - --------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock of Subsidiaries: $100 par or stated value-- 4.20% to 7.00% - - - - $25 par or stated value-- 5.20% to 6.80% - - - - Adjustable and auction rates--at 1/1/99: 4.00% to 4.30% - - - - - --------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$23 million) - - - - Less amount due within one year - - - - - --------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year - - - - - --------------------------------------------------------------------------------------------------------------- Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities $25 liquidation value-- 6.85% to 7.00% - - - 150,000 7.13% to 7.38% - - - 200,000 7.60% to 7.63% - - - - 7.75% - - - 200,000 8.14% to 9.00% - - - 483,190 - --------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$168 million) - - - 1,033,190 - --------------------------------------------------------------------------------------------------------------- 1 Includes premium on preferred stock.
(Continued on following page.) A-11a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Energy Southern Southern MESH Solutions LINC Powercall Telecom SERC Common Stock Equity: Common stock, par value $5 per share Authorized -- 1,000,000,000 shares Issued -- 700 million shares Par value $ 1 $ 1 $ 1 $ 1 $ 1 $ 5 Paid-in capital 1 14,886 54,447 157,505 5,620 3,334 - Treasury, at cost - - - - - - Retained earnings 4,446 29,649) 64,913) (3,510) 4,612 - Accumulated other comprehensive income - - - - - - - -------------------------------------------------------------------------------------------------------------------- Total common stock equity 19,333 24,799 92,593 2,111 7,947 5 - -------------------------------------------------------------------------------------------------------------------- Cumulative Preferred Stock of Subsidiaries: $100 par or stated value-- 4.20% to 7.00% - - - - - - $25 par or stated value-- 5.20% to 6.80% - - - - - - Adjustable and auction rates--at 1/1/99: 4.00% to 4.30% - - - - - - - -------------------------------------------------------------------------------------------------------------------- Total (annual dividend requirement--$23 million) - - - - - - Less amount due within one year - - - -------------------------------------------------------------------------------------------------------------------- Total excluding amount due within one year - - - - - - - -------------------------------------------------------------------------------------------------------------------- Company or Subsidiary Obligated Mandatorily Redeemable Capital and Preferred Securities $25 liquidation value-- 6.85% to 7.00% - - - - - - 7.13% to 7.38% - - - - - - 7.60% to 7.63% - - 7.75% - - - - - - 8.14% to 9.00% - - - - - - - -------------------------------------------------------------------------------------------------------------------- Total (annual distribution requirement--$168 million) - - - - - - - --------------------------------------------------------------------------------------------------------------------
A-11b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA Long-Term Debt of Subsidiaries: First mortgage bonds -- Maturity Interest Rates 1999 6.13% to 8.67% 373,340 - - 170,000 2000 6.00% to 8.67% 208,840 - - 100,000 2001 8.67% 9,335 - - - 2002 8.67% 9,695 - - - 2003 6.13% to 8.67% 635,030 - - 300,000 2004 through 2008 6.07% to 8.67% 196,770 - - - 2009 through 2013 8.67% 75,210 - - - 2014 through 2018 8.67% 55,860 - - - 2019 through 2023 7.30% to 7.75% 614,000 - - 350,000 2024 through 2026 6.88% to 9.00% 287,000 - - 150,000 - --------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds 2,465,080 - - 1,070,000 Other long-term debt -- Pollution control revenue bonds -- Collateralized: 4.38% to 6.75% due 2000-2026 954,040 - - 126,050 Variable rates (3.10% to 5.25% at 1/1/99) due 2011-2025 638,975 - - 89,800 Non-collateralized: 6.75% to 7.25% due 2003-2020 110,500 - - 1,000 Variable rates (3.15% to 5.33% at 1/1/99) due 2021-2037 880,125 - - 324,290 Long-term notes payable -- 6.13% to 11.00% due 1999-2002 437,373 - - - 5.35% to 9.75% due 2003-2004 361,121 - - 156,200 5.49% to 10.50% due 2005 550,800 - - 225,000 6.80% to 8.14% due 2006 581,761 - - - 7.16% to 10.25% due 2007 447,299 - - - 3.66% to 10.56% due 2008-2015 958,506 - - 260,000 6.38% to 8.12% due 2018-2038 803,000 - - 325,000 6.88% to 7.13% due 2047-2048 728,800 - - 583,800 Adjustable rates (5.23% to 7.10% at 1/1/99) due 1999-2001 397,141 - - - Adjustable rates (6.58% at 1/1/99) due 2002 792,473 - - - Adjustable rates (3.96% at 1/1/99) due 2004 515,433 - - - Adjustable rates (6.93% to 7.57% at 1/1/99) due 2005-2007 252,467 - - - Long-term notes payable to affiliates - (1,957,329) 979,383 - Capitalized lease obligations 134,681 - - 6,119 Unamortized debt premium (discount), net (97,943) - - (49,484) - --------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$771 million) 11,911,632 (1,957,329) 979,383 3,117,775 Less amount due within one year 1,439,940 - - 471,209 - --------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 10,471,692 (1,957,329) 979,383 2,646,566 - --------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $22,817,065 $(12,360,528) $10,776,232 $6,045,145 ===================================================================================================================== (Continued on following page.)
A-12a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) GEORGIA GULF MISSISSIPPI SAVANNAH Long-Term Debt of Subsidiaries: First mortgage bonds -- Maturity Interest Rates 1999 6.13% to 8.67% 195,000 - - - 2000 6.00% to 8.67% 100,000 - - - 2001 8.67% - - - - 2002 8.67% - - - - 2003 6.13% to 8.67% 275,000 30,000 - 20,000 2004 through 2008 6.07% to 8.67% 60,000 25,000 35,000 20,000 2009 through 2013 8.67% - - - - 2014 through 2018 8.67% - - - - 2019 through 2023 7.30% to 7.75% 204,000 - 35,000 25,000 2024 through 2026 6.88% to 9.00% 62,000 30,000 30,000 15,000 - --------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds 896,000 85,000 100,000 80,000 Other long-term debt -- Pollution control revenue bonds -- Collateralized: 4.38% to 6.75% due 2000-2026 692,485 108,700 26,805 - Variable rates (3.10% to 5.25% at 1/1/99) due 2011-2025 491,190 20,000 33,900 4,085 Non-collateralized: 6.75% to 7.25% due 2003-2020 - - - - Variable rates (3.15% to 5.33% at 1/1/99) due 2021-2037 487,515 40,930 13,520 13,870 Long-term notes payable -- 6.13% to 11.00% due 1999-2002 - - - 10,000 5.35% to 9.75% due 2003-2004 - - 35,000 - 5.49% to 10.50% due 2005 150,000 - - - 6.80% to 8.14% due 2006 - - - - 7.16% to 10.25% due 2007 - - - - 3.66% to 10.56% due 2008-2015 - - - 30,000 6.38% to 8.12% due 2018-2038 200,000 70,000 55,000 - 6.88% to 7.13% due 2047-2048 145,000 - - - Adjustable rates (5.23% to 7.10% at 1/1/99) due 1999-2001 - 27,000 80,000 20,000 Adjustable rates (6.58% at 1/1/99) due 2002 - - - - Adjustable rates (3.96% at 1/1/99) due 2004 - - - - Adjustable rates (6.93% to 7.57% at 1/1/99) due 2005-2007 - - - - Long-term notes payable to affiliates - - - - Capitalized lease obligations 86,280 - - 6,177 Unamortized debt premium (discount), net (4,679) (7,289) (1,461) - - --------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$771 million) 3,143,791 344,341 342,764 164,132 Less amount due within one year 399,429 27,000 50,020 689 - --------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 2,744,362 317,341 292,744 163,443 - --------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $ 7,233,311 $ 834,229 $ 750,784 $379,308 =====================================================================================================================
(Continued on following page.) A-12b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) SOUTHERN SOUTHERN SEGCO SCS NUCLEAR ENERGY Long-Term Debt of Subsidiaries: First mortgage bonds -- Maturity Interest Rates 1999 6.13% to 8.67% - - - - 2000 6.00% to 8.67% - - - - 2001 8.67% - - - - 2002 8.67% - - - - 2003 6.13% to 8.67% - - - - 2004 through 2008 6.07% to 8.67% - - - - 2009 through 2013 8.67% - - - - 2014 through 2018 8.67% - - - - 2019 through 2023 7.30% to 7.75% - - - - 2024 through 2026 6.88% to 9.00% - - - - - ------------------------------------------------------------------------------------------------------------------------- Total first mortgage bonds - - - - Other long-term debt -- Pollution control revenue bonds -- Collateralized: 4.38% to 6.75% due 2000-2026 - - - - Variable rates (3.10% to 5.25% at 1/1/99) due 2011-2025 - - - - Non-collateralized: 6.75% to 7.25% due 2003-2020 24,500 - - - Variable rates (3.15% to 5.33% at 1/1/99) due 2021-2037 - - - - Long-term notes payable -- 6.13% to 11.00% due 1999-2002 - - - 427,373 5.35% to 9.75% due 2003-2004 - - - 169,921 5.49% to 10.50% due 2005 - - - 175,800 6.80% to 8.14% due 2006 - - - 581,761 7.16% to 10.25% due 2007 - - - 447,299 3.66% to 10.56% due 2008-2015 - - - 666,018 6.38% to 8.12% due 2018-2038 - - - 153,000 6.88% to 7.13% due 2047-2048 - - - - Adjustable rates (5.23% to 7.10% at 1/1/99) due 1999-2001 45,811 - - 224,330 Adjustable rates (6.58% at 1/1/99) due 2002 - - - 792,473 Adjustable rates (3.96% at 1/1/99) due 2004 - - - 515,433 Adjustable rates (6.93% to 7.57% at 1/1/99) due 2005-2007 - - - 252,467 Long-term notes payable to affiliates - - 5,000 926,280 Capitalized lease obligations - 36,021 - 84 Unamortized debt premium (discount), net (245) - - (7,104) - ------------------------------------------------------------------------------------------------------------------------- Total long-term debt (annual interest requirement--$771 million) 70,066 36,021 5,000 5,325,135 Less amount due within one year - 2,726 - 480,209 - ------------------------------------------------------------------------------------------------------------------------- Long-term debt excluding amount due within one year 70,066 33,295 5,000 4,844,926 - ------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $118,786 $ 34,170 $ 7,049 $8,519,896 ========================================================================================================================= The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive) are an integral part of this statement.
(Continued on following page.) A-13a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF CAPITALIZATION--DECEMBER 31, 1998 (Stated in Thousands of Dollars) (Continued) Energy Southern Southern MESH Solutions LINC Powercall Telecom SERC Long-Term Debt of Subsidiaries: First mortgage bonds -- Maturity Interest Rates 1999 6.13% to 8.67% 8,340 - - - - - 2000 6.00% to 8.67% 8,840 - - - - - 2001 8.67% 9,335 - - - - - 2002 8.67% 9,695 - - - - - 2003 6.13% to 8.67% 10,030 - - - - - 2004 through 2008 6.07% to 8.67% 56,770 - - - - - 2009 through 2013 8.67% 75,210 - - - - - 2014 through 2018 8.67% 55,860 - - - - - 2019 through 2023 7.30% to 7.75% - - - - - - 2024 through 2026 6.88% to 9.00% - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total first mortgage bonds 234,080 - - - - - Other long-term debt -- Pollution control revenue bonds -- Collateralized: 4.38% to 6.75% due 2000-2026 - - - - - - Variable rates (3.10% to 5.25% at 1/1/99) due 2011-2025 - - - - - - Non-collateralized: 6.75% to 7.25% due 2003-2020 85,000 - - - - - Variable rates (3.15% to 5.33% at 1/1/99) due 2021-2037 - - - - - - Long-term notes payable -- 6.13% to 11.00% due 1999-2002 - - - - - - 5.35% to 9.75% due 2003-2004 - - - - - - 5.49% to 10.50% due 2005 - - - - - - 6.80% to 8.14% due 2006 - - - - - - 7.16% to 10.25% due 2007 - - - - - - 3.66% to 10.56% due 2008-2015 - 2,488 - - - - 6.38% to 8.12% due 2018-2038 - - - - - - 6.88% to 7.13% due 2047-2048 - - - - - - Adjustable rates (5.23% to 7.10% at 1/1/99) due 1999-2001 - - - - - - Adjustable rates (6.58% at 1/1/99) due 2002 - - - - - - Adjustable rates (3.96% at 1/1/99) due 2004 - - - - - - Adjustable rates (6.93% to 7.57% at 1/1/99) due 2005-2007 - - - - - - Long-term notes payable to affiliates - - 46,666 - - - Capitalized lease obligations - - - - - - Unamortized debt premium (discount), net (27,681) - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Total long-term debt (annual interest requirement--$771 million) 291,399 2,488 46,666 - - - Less amount due within one year 8,340 318 - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Long-term debt excluding amount due within one year 283,059 2,170 46,666 - - - - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION $302,392 $26,969 $ 139,259 $2,111 $7,947 $5 ==================================================================================================================================== The notes to the financial statements (herein incorporated by reference as part of exhibit numbers A-1 throughA-6 inclusive) are an integral part of this statement.
A-13b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA BALANCE, December 31, 1997 $ 3,842,135 $ (3,367,269) $ 3,842,135 $ 1,221,467 ADD: Net income after dividends on preferred stock of subsidiary companies 976,556 (1,073,213) 976,556 377,223 - ---------------------------------------------------------------------------------------------------------------------------------- 4,818,691 (4,440,482) 4,818,691 1,598,690 DEDUCT (ADD): Cash dividends paid on common stock 933,341 (1,044,795) 933,341 367,100 Other common and preferred stock transactions, net 7,018 (6,943) 7,018 6,625 - ---------------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 3,878,332 $ (3,388,744) $ 3,878,332 $ 1,224,965 ==================================================================================================================================
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH BALANCE, December 31, 1997 $ 1,745,347 $172,208 $ 170,417 $112,720 ADD: Net income after dividends on preferred stock of subsidiary companies 570,228 56,521 55,105 23,644 - ----------------------------------------------------------------------------------------------------------------- 2,315,575 228,729 225,522 136,364 DEDUCT (ADD): Cash dividends paid on common stock 536,600 57,200 51,700 23,500 Other common and preferred stock transactions, net (583) 909 82 (90) - ----------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 1,779,558 $170,620 $ 173,740 $112,954 =================================================================================================================
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) SOUTHERN Energy SEGCO Energy MESH Solutions BALANCE, December 31, 1997 $ 17,145 $ 124 $ - $ (16,415) ADD: Net income after dividends on preferred stock of subsidiary companies 7,470 (123) 4,445 (13,234) - ---------------------------------------------------------------------------------------------------------- 24,615 1 4,445 (29,649) DEDUCT (ADD): Cash dividends paid on common stock 8,695 - - - Other common and preferred stock transactions, net - - - - - ---------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 15,920 $ 1 $ 4,445 $ (29,649) ==========================================================================================================
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) Southern Linc Powercall Telecom BALANCE, December 31, 1997 $ (55,781) $ (519) $ 556 ADD: Net income after dividends on preferred stock of subsidiary companies (9,131) (2,991) 4,056 - ------------------------------------------------------------------------------------------------------------ (64,912) (3,510) 4,612 DEDUCT (ADD): Cash dividends paid on common stock - - - Other common and preferred stock transactions, net - - - - ------------------------------------------------------------------------------------------------------------ BALANCE, December 31, 1998 $ (64,912) $ (3,510) $ 4,612 ============================================================================================================
A-14
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL 1 FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) Intercompany Eliminations and Transfers Consolidated Add (Deduct) SOUTHERN ALABAMA BALANCE, December 31, 1997 $ 2,330,537 $ (6,015,104) $2,330,537 $ 1,304,744 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof 132,595 - 132,595 - Contributions to (distributions from) capital - (283,270) - 30,000 Conversion of debt to equity - - - - Translation adjustment - - - - Unrealized gains/losses on investment valuations - - - - Other (1,016)(2) (1,026) (1,016)(2) - - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 2,462,116 $ (6,299,400) $2,462,116 $ 1,334,744 ================================================================================================================================ 1 Includes premium on preferred stock, debits for executive stock options (ESO's), tax benefits-ESO's, PIC-treasury stock, and credits for deferred compensation liability. 2 SOUTHERN issued 6.4 million original shares of common stock during 1998.
A-15a
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL 1 FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) GEORGIA GULF MISSISSIPPI SAVANNAH BALANCE, December 31, 1997 $ 1,930,131 $ 218,450 $179,716 $ 8,688 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - Contributions to (distributions from) capital (270,000) - - - Conversion of debt to equity - - - - Translation adjustment - - - - Unrealized gains/losses on investment valuations - - - - Other 233 522 84 - - -------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 1,660,364 $ 218,972 $179,800 $ 8,688 ==================================================================================================================== 1 Includes premium on preferred stock, debits for executive stock options (ESO's), tax benefits-ESO's, PIC-treasury stock, and credits for deferred compensation liability. 2 SOUTHERN issued 6.4 million original shares of common stock during 1998.
A-15b
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL 1 FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) SOUTHERN SOUTHERN SEGCO SCS NUCLEAR ENERGY MESH BALANCE, December 31, 1997 $ 32,472 $ 150 $ 1,852 $ 2,124,761 $ 14,887 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - - Contributions to (distributions from) capital - - - 501,617 - Conversion of debt to equity - - - - - Translation adjustment - - - - - Unrealized gains/losses on investment valuations - - - - - Other - - 187 - - - -------------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 32,472 $ 150 $ 2,039 $ 2,626,378 $ 14,887 ================================================================================================================================ 1 Includes premium on preferred stock, debits for executive stock options (ESO's), tax benefits-ESO's, PIC-treasury stock, and credits for deferred compensation liability. 2 SOUTHERN issued 6.4 million original shares of common stock during 1998.
A-15c
THE SOUTHERN COMPANY AND SUBSIDIARY COMPANIES CONSOLIDATING STATEMENT OF PAID-IN CAPITAL 1 FOR THE YEAR ENDED DECEMBER 31, 1998 (Stated in Thousands of Dollars) Energy Southern Southern Solutions Linc Powercall Telecom BALANCE, December 31, 1997 $ 36,842 $157,505 $ 1,900 $ 3,006 ADD (DEDUCT): Proceeds from issuance of common stock over the par value thereof - - - - Contributions to (distributions from) capital 17,605 - 3,720 328 Conversion of debt to equity - - - - Translation adjustment - - - - Unrealized gains/losses on investment valuations - - - - Other - - - - - ---------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 1998 $ 54,447 $157,505 $ 5,620 $ 3,334 ================================================================================================================ 1 Includes premium on preferred stock, debits for executive stock options (ESO's), tax benefits-ESO's, PIC-treasury stock, and credits for deferred compensation liability. 2 SOUTHERN issued 6.4 million original shares of common stock during 1998.
A-15d Notes to Financial Statements at December 31, 1998 The notes to the financial statements are herein incorporated by reference as part of exhibit numbers A-1 through A-6 inclusive and are an integral part of the financial statements. A-16
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II - --------------------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING REVENUES $ 3,386,373 $ - $ 3,386,373 $ - $ - - ------------------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES: Operation -- Fuel 900,309 - 900,309 - - Purchased and interchanged, net 92,998 - 92,998 - - Purchase power from affiliates 150,897 - 150,897 - - Other 527,954 - 527,954 - - Maintenance 300,383 - 300,383 - - Depreciation and amortization 338,822 - 338,822 - - Taxes other than income taxes 193,049 - 193,049 - - Federal and state income taxes 224,922 - 224,922 - - - ------------------------------------------------------------------------------------------------------------------------------ Total operating expenses 2,729,334 - 2,729,334 - - - ------------------------------------------------------------------------------------------------------------------------------ OPERATING INCOME 657,039 657,039 OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,811 - 3,811 - - Income from subsidiary 5,271 - 5,271 - - Interest income 68,553 (23,736) 69,244 7,375 15,670 Other, net (40,861) - (40,861) - - Income taxes applicable to other income 6,347 - 6,347 - - - ------------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INTEREST CHARGES 700,160 (23,736) 700,851 7,375 15,670 - ------------------------------------------------------------------------------------------------------------------------------ INTEREST CHARGES: Interest on long-term debt 192,426 (23,045) 215,471 - - Allowance for debt funds used during construction (4,664) - (4,664) - - Interest on interim obligations 11,012 - 11,012 - - Amortization of debt discount, premium and expense, net 42,494 - 42,494 - - Other interest charges 44,672 - 44,672 - - Distributions on preferred securities of subsidiaries 22,354 (691) - 7,375 15,061 - ------------------------------------------------------------------------------------------------------------------------------ Net interest charges 308,294 (23,736) 308,985 7,375 15,061 - ------------------------------------------------------------------------------------------------------------------------------ NET INCOME 391,866 - 391,866 - 609 DIVIDENDS ON PREFERRED STOCK 14,643 - 14,643 - - - ----------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 377,223 $ - $ 377,223 $ - $ 609 ==============================================================================================================================
A-17
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) - --------------------------------------------------------------------------------------------------------------------------------- ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II - --------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 391,866 $ - $ 391,866 $ - $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 425,167 - 425,167 - - Deferred income taxes, net 79,430 - 79,430 - - Allowance for equity funds used during construction (3,811) - (3,811) - - Other, net (62,928) - (62,928) - - Change in current assets and liabilities - Receivables, net 49,747 - 49,747 - - Inventories 2,880 - 2,880 - - Payables 26,583 - 26,583 - - Taxes accrued 4,570 - 4,570 - - Energy cost recovery, retail (95,427) - (95,427) - - Other (14,373) - (14,373) - - - ---------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 803,704 - 803,704 - - - ---------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Gross property additions (610,132) - (610,132) - - Other (52,940) - (52,940) - - - ---------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (663,072) - (663,072) - - - ---------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Proceeds-- Capital contributions 30,000 - 30,000 - - Preferred stock 200,000 - 200,000 - - Other long term debt 1,462,990 - 1,462,990 - - Retirements-- Preferred stock (88,000) - (88,000) - - First mortgage bonds (771,108) - (771,108) - - Other long term debt (107,776) - (107,776) - - Interim obligations, net (306,882) - (306,882) - - Payment of common stock dividends (367,100) - (367,100) - - Payment of preferred stock dividends (15,596) - (15,596) - - Other-- (66,869) - (66,869) - - - ---------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR FINANCINGS (30,341) - (30,341) - - - ---------------------------------------------------------------------------------------------------------------------------- NET INC (DEC) IN CASH AND TEMPORARY CASH INVESTMENTS 110,291 - 110,291 - - CASH AND TEMPORARY CASH INVESTMENTS, BEG OF PERIOD 23,957 - 23,957 - - - ---------------------------------------------------------------------------------------------------------------------------- CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ 134,248 $ - $ 134,248 $ - $ - ============================================================================================================================
A-18
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II - ------------------------------------------------------------------------------------------------------------------------------ UTILITY PLANT $ 7,307,259 $ - $ 7,307,259 $ - $ - - ----------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 279,396 (315,372) 288,582 100,000 206,186 - ----------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and cash equivalents 134,248 - 134,248 - - Receivables - Customer accounts receivable 343,630 - 343,630 - - Affiliated companies 39,981 - 39,981 - - Other accounts receivable 32,394 - 32,394 - - Accumulated provision for uncollectible accts (1,855) - (1,855) - - Refundable income taxes 52,117 - 52,117 - - Fossil fuel stock, at average cost 83,238 - 83,238 - - Materials and supplies, at average cost 149,669 - 149,669 - - Prepayments 17,160 - 17,160 - - Vacation pay deferred 28,390 - 28,390 - - - ----------------------------------------------------------------------------------------------------------------------------- TOTAL 878,972 - 878,972 - - - ----------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Deferred charges related to income taxes 362,953 - 362,953 - - Debt expense, being amortized 8,602 - 8,602 - - Premium on reacquired debt, being amortized 83,440 - 83,440 - - Prepaid pension Costs 169,393 - 169,393 - - Department of Energy assessments 31,088 - 31,088 - - Miscellaneous 104,595 - 104,595 - - - ----------------------------------------------------------------------------------------------------------------------------- TOTAL 760,071 - 760,071 - - - ----------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 9,225,698 $ (315,372) $ 9,234,884 $ 100,000 $ 206,186 =============================================================================================================================
A-19
ALABAMA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) ALABAMA ALABAMA ALABAMA ALABAMA Consolidated Eliminations CORPORATE TRUST I TRUST II - ------------------------------------------------------------------------------------------------------------------------------- CAPITALIZATION Common Stock Equity $ 2,784,067 $ - $ 2,784,067 $ - $ - Preferred Stock 317,512 - 317,512 - - Company obligated mandatorily redeemable preferred securities 297,000 (9,186) 297,000 100,000 206,186 Long-term debt 2,646,566 (306,186) 2,646,566 - - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL 6,045,145 (315,372) 6,045,145 100,000 206,186 - ------------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Preferred stock due within one year 50,000 - 50,000 - - Long-term debt due within one year 471,209 - 471,209 - - Accounts payable - Affiliated companies 79,844 - 79,844 - - Other 188,074 - 188,074 - - Customer deposits 29,235 - 29,235 - - Taxes accrued 99,778 - 99,778 - - Interest accrued 38,166 - 38,166 - - Vacation pay accrued 28,390 - 28,390 - - Miscellaneous 79,095 - 79,095 - - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL 1,063,791 - 1,063,791 - - - ------------------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES Accumulated deferred income taxes 1,202,971 - 1,202,971 - - Accumulated deferred investment tax credits 271,611 - 271,611 - - Prepaid capacity revenues, net 96,080 - 96,080 - - Department of Energy assessments 27,202 - 27,202 - - Deferred credits related to income taxes 315,735 - 315,735 - - Natural disaster reserve 19,385 - 19,385 - - Miscellaneous 183,778 - 183,778 - - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL 2,116,762 - 2,116,762 - - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $ 9,225,698 $ (315,372)$ 9,225,698 $ 100,000 $ 206,186 ===============================================================================================================================
A-20 Notes to ALABAMA's Consolidated Financial Statements (A) Represents equity in earnings of SEGCO, a non-consolidated subsidiary in which ALABAMA has 50% ownership, which is accounted for on the equity basis. See pages A-2 through A-16 for SEGCO's financial statements consolidated for SOUTHERN. (B) Includes $1,535,386 equity in earnings of Alabama Property Company, a non-consolidated subsidiary, which is accounted for on the equity basis. See pages A-24 through A-26 for Alabama Property Company's financial statements. (C) Represents ALABAMA's investment in SEGCO. (D) Includes $9,935,987 of investments in Alabama Property Company. A-21 ALABAMA PROPERTY COMPANY STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (Unaudited; Not Consolidated in Parent, ALABAMA) REVENUES: Sales of recreational lots $4,660,800 Rentals 108,178 Total Revenues 4,768,978 COSTS AND EXPENSES: Cost of recreational lot sales 2,043,510 Selling, administrative and general expenses 385,427 Total costs and expenses 2,428,937 OPERATING INCOME 2,340,041 OTHER INCOME (EXPENSE): Interest income 213,965 Other 1,142 Total other income 215,107 ------------- INCOME BEFORE PROVISION FOR INCOME TAXES 2,555,148 PROVISION FOR INCOME TAXES 1,019,762 ------------- NET INCOME $ 1,535,386 ============= ALABAMA PROPERTY COMPANY STATEMENT OF RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1998 (Unaudited; Not Consolidated in Parent, ALABAMA) RETAINED EARNINGS AT DECEMBER 31, 1997 $8,950,601 Net income 1,535,386 Less: Cash dividends 1,000,000 ----------- RETAINED EARNINGS AT DECEMBER 31, 1998 $9,485,987 ========== A-22 ALABAMA PROPERTY COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (Unaudited; Not Consolidated in Parent, ALABAMA) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,535,385 ------------- Adjustments to reconcile net income to net cash provided by operating activities: Changes in current assets and liabilities: (Increase) decrease in receivables 11,736 Increase (decrease) in accounts payable (554,274) Increase (decrease) in taxes accrued 538,921 ------------ Net Cash Provided From Operations (3,617) INVESTING AND FINANCING ACTIVITIES: Gross property additions, net 1,856,857 Cash used for payment of common stock dividends (1,000,000) Net Cash Used 856,857 ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS 2,388,625 CASH AND CASH EQUIVALENTS, Beginning of year 3,051,038 ----------- CASH AND CASH EQUIVALENTS, End of year $5,439,663 ========== A-23 ALABAMA PROPERTY COMPANY BALANCE SHEET AT DECEMBER 31, 1998 (Unaudited; Not Consolidated in Parent, ALABAMA) ASSETS CURRENT ASSETS: Cash $ 261,808 Temporary cash investments 5,177,855 Accounts receivable Other 2,500 Associated Companies 26,851 ----------- Total current assets 5,469,014 PROPERTY AND MINERAL RIGHTS HELD FOR FUTURE DEVELOPMENT 4,534,533 ----------- Total Assets $10,003,547 =========== LIABILITIES AND CAPITALIZATION CURRENT LIABILITIES: Accounts payable to associated companies $ 98,854 Accrued income taxes (31,294) ----------- Total current liabilities 67,560 SHAREHOLDER'S INVESTMENT: Common stock, $150 par value; 1,000 shares authorized, issued and outstanding 150,000 Additional paid-in capital 300,000 Retained earnings 9,485,987 ----------- Total shareholder's investment 9,935,987 ----------- Total liabilities and capitalization $10,003,547 =========== A-24
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL TRUST I - ------------------------------------------------------------------------------------------------------------------------------ TOTAL OPERATING REVENUES $ 4,738,253 $ (838) $ 4,738,253 $ 838 $ $ - $ - - ------------------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES: Operation -- Fuel 917,119 - 917,119 - - - Purchased and interchanged, net 229,960 - 229,960 - - - Purchase power from affiliates 161,003 - 161,003 - - - Provision for separation benefits 2,369 - 2,369 - - - Other 817,220 (838) 818,051 - 7 - Maintenance 358,218 - 358,218 - - - Depreciation and amortization 763,390 - 763,342 48 - - Amortization of deferred Plant Vogtle expenses, net 50,412 - 50,412 - - Write-down of Rocky Mountain plant 33,536 - 33,536 - - Taxes other than income taxes 204,623 - 204,285 338 - - Federal and state income taxes 406,983 - 406,808 175 - - - ------------------------------------------------------------------------------------------------------------------------------ Total operating expenses 3,944,833 (838) 3,945,103 561 7 - - ------------------------------------------------------------------------------------------------------------------------------ OPERATING INCOME 793,420 - 793,150 277 (7) - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 3,235 - 3,235 Equity in earnings of unconsolidated subsidiary 3,735 - 3,735 Interest income 79,578 (56,536) 79,156 951 9,279 17,977 Other, net (41,512) - (41,015) (497) Income taxes applicable to other income 8,351 - 8,317 34 - ------------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INTEREST CHARGES 846,807 (56,536) 846,578 765 9,272 17,977 - ------------------------------------------------------------------------------------------------------------------------------ INTEREST CHARGES: Interest on long-term debt 180,746 (56,536) 236,753 529 - - Allowance for debt funds used during construction (7,117) - (7,117) - - - Interest on interim obligations 12,213 - 12,213 - - - Amortization of debt discount, premium and expense, net 13,366 - 13,366 - - - Other interest charges 17,105 - 17,105 - - - Distributions on preferred securities of subsidiary companies 54,327 - - - 9,000 17,438 - ------------------------------------------------------------------------------------------------------------------------------ Net interest charges 270,640 (56,536) 272,320 529 9,000 17,438 - ------------------------------------------------------------------------------------------------------------------------------ NET INCOME 576,167 - 574,258 236 272 539 DIVIDENDS ON PREFERRED STOCK 5,939 5,939 - ------------------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 570,228 $ - $ 568,319 $ 236 $ 272 $ 539 ==============================================================================================================================
A-25a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA TRUST II TRUST III - ----------------------------------------------------------------------- TOTAL OPERATING REVENUES $ - $ - - ----------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel - - Purchased and interchanged, net - - Purchase power from affiliates - - Provision for separation benefits - - Other - - Maintenance - - Depreciation and amortization - - Amortization of deferred Plant Vogtle expenses, net - - Write-down of Rocky Mountain plant - - Taxes other than income taxes - - Federal and state income taxes - - - ----------------------------------------------------------------------- Total operating expenses - - - ----------------------------------------------------------------------- OPERATING INCOME - - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction Equity in earnings of unconsolidated subsidiary Interest income 13,673 15,078 Other, net Income taxes applicable to other income - ----------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 13,673 15,078 - ----------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt - - Allowance for debt funds used during construction - - Interest on interim obligations - - Amortization of debt discount, premium and expense, net - - Other interest charges - - Distributions on preferred securities of subsidiary companies 13,263 14,626 - ----------------------------------------------------------------------- Net interest charges 13,263 14,626 - ----------------------------------------------------------------------- NET INCOME 410 452 DIVIDENDS ON PREFERRED STOCK - ---------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 410 $ 452 =======================================================================
A-25b
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - --------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 576,167 $ - $ 574,258 $ 236 $ 272 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 867,637 - 867,532 105 - Deferred income taxes, net (93,005) - (93,001) (4) - Allowance for equity funds used during construction (3,235) - (3,235) - - Amortization of deferred Plant Vogtle costs 50,412 - 50,412 - - Other, net (6,546) - (6,546) - - Change in current assets and liabilities - Receivables, net (25,453) 1,596 (25,453) - (272) Inventories (11,156) (11,156) - - Payables 47,862 (1,596) 49,535 - - Taxes accrued 22,139 22,312 (173) - Other (22,791) (22,791) - - - -------------------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 1,402,031 - 1,401,867 164 - - -------------------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Property additions (499,053) (499,053) - - Sales of property 67,031 67,031 - - - -------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (432,022) - (432,022) - - - -------------------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Proceeds-- Pollution control bonds 89,990 - 89,990 - - Senior notes 495,000 - 495,000 - - Other Long term debt - - (629) 629 - Retirements-- Preferred stock (106,064) - (106,064) - - First mortgage bonds (558,250) - (558,250) - - Other long term debt (89,990) - (89,990) - - Interim obligations, net (25,378) - (25,378) - - Capital distribution to parent company (270,000) - (270,000) - - Payment of common stock dividends (536,600) - (536,600) - - Payment of preferred stock dividends (9,137) - (9,137) - - Other-- (26,641) - (25,803) (838) - - -------------------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR FINANCINGS (1,037,070) - (1,036,861) (209) - - -------------------------------------------------------------------------------------------------------------------------------- NET INC (DEC) IN CASH AND TEMPORARY CASH INVESTMENTS (67,061) - (67,016) (45) - CASH AND TEMPORARY CASH INVESTMENTS, BEG OF PERIOD 83,333 - 83,288 45 - - -------------------------------------------------------------------------------------------------------------------------------- CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ 16,272 $ - $ 16,272 $ - $ - ================================================================================================================================
A-26a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III - ---------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 539 $ 410 $ 452 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization - - - Deferred income taxes, net - - - Allowance for equity funds used during construction - - - Amortization of deferred Plant Vogtle costs - - - Other, net - - - Change in current assets and liabilities - Receivables, net (539) (373) (412) Inventories - - - Payables - (37) (40) Taxes accrued - - - Other - - - - ---------------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES - - - - ---------------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Property additions - - - Sales of property - - - - ---------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES - - - - ---------------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Proceeds-- Pollution control bonds - - - Senior notes - - - Other Long term debt - - - Retirements-- Preferred stock - - - First mortgage bonds - - - Other long term debt - - - Interim obligations, net - - - Capital distribution to parent company - - - Payment of common stock dividends - - - Payment of preferred stock dividends - - - Other-- - - - - ---------------------------------------------------------------------------------------------------------------------- NET CASH USED FOR FINANCINGS - - - - ---------------------------------------------------------------------------------------------------------------------- NET INC (DEC) IN CASH AND TEMPORARY CASH INVESTMENTS - - - CASH AND TEMPORARY CASH INVESTMENTS, BEG OF PERIOD - - - - ---------------------------------------------------------------------------------------------------------------------- CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ - $ - $ - ======================================================================================================================
A-26b
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - ---------------------------------------------------------------------------------------------------------------------- UTILITY PLANT $9,663,242 $ - $9,644,159 $19,083 $ - - ---------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 323,268 (756,625) 367,180 2,139 103,100 - ---------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and cash equivalents 16,272 - 16,272 - - Receivables - Customer accounts receivable 439,420 - 439,420 - - Affiliated companies 16,817 - 16,817 - - Other accounts receivable 99,574 (3,787) 99,574 - 1,065 Accumulated provision for uncollectible accts (5,500) - (5,500) - - Fossil fuel stock, at average cost 104,133 - 104,133 - - Materials and supplies, at average cost 243,477 - 243,477 - - Prepayments 29,670 - 29,670 - - Vacation pay deferred 43,610 - 43,610 - - - ---------------------------------------------------------------------------------------------------------------------- TOTAL 987,473 (3,787) 987,473 - 1,065 - ---------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Deferred charges related to income taxes 604,488 - 604,488 - - Deferred Plant Vogtle costs - - - - - Premium on reacquired debt, being amortized 173,858 - 173,858 - - Prepaid pension costs 103,606 - 103,606 - - Miscellaneous 177,683 - 177,683 - - - ---------------------------------------------------------------------------------------------------------------------- TOTAL 1,059,635 - 1,059,635 - - - ---------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $12,033,618 $ (760,412) $12,058,447 $21,222 $ 104,165 ======================================================================================================================
A-27a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III - ----------------------------------------------------------------------------------------------------------------- UTILITY PLANT $ - $ - $ - - ----------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 231,959 180,412 195,103 - ----------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and cash equivalents - - - Receivables - Customer accounts receivable - - - Affiliated companies - - Other accounts receivable 1,212 806 704 Accumulated provision for uncollectible accts - - - Fossil fuel stock, at average cost - - - Materials and supplies, at average cost - - - Prepayments - - - Vacation pay deferred - - - - ----------------------------------------------------------------------------------------------------------------- TOTAL 1,212 806 704 - ----------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Deferred charges related to income taxes - - - Deferred Plant Vogtle costs - - - Premium on reacquired debt, being amortized - - - Prepaid pension costs - - - Miscellaneous - - - - ----------------------------------------------------------------------------------------------------------------- TOTAL - - - - ----------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 233,171 $ 181,218 $ 195,807 =================================================================================================================
A-27b
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA Consolidated Eliminations CORPORATE PIEDMONT CAPITAL - ------------------------------------------------------------------------------------------------------------------------------- CAPITALIZATION Common Stock Equity $ 3,784,172 $ (32,778) $ 3,784,172 $ 7,667 $ 4,165 Preferred Stock 15,527 - 15,527 - - Company obligated mandatorily redeemable preferred securities 689,250 - - - 100,000 Long-term debt 2,744,362 (723,847) 3,454,936 13,273 - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL 7,233,311 (756,625) 7,254,635 20,940 104,165 - ------------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Preferred stock due within one year 35,656 - 35,656 - - Long-term debt due within one year 399,429 - 399,429 - - Notes payable to banks 117,634 - 117,634 - - Commercial paper 223,218 - 223,218 - - Accounts payable - Affiliated companies 75,774 - 75,774 - - Other 326,317 - 326,317 - - Customer deposits 69,584 - 69,584 - - Taxes accrued 138,160 - 137,715 445 - Interest accrued 60,187 (3,787) 63,974 - - Miscellaneous 100,793 - 100,793 - - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL 1,546,752 (3,787) 1,550,094 445 - - ------------------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES Accumulated deferred income taxes 2,249,613 - 2,249,776 (163) - Accumulated deferred investment tax credits 381,914 - 381,914 - - Deferred credits related to income taxes 284,017 - 284,017 - - Employee benefits provisions 177,148 - 177,148 - - Miscellaneous 160,863 - 160,863 - - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL 3,253,555 - 3,253,718 (163) - - ------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $12,033,618 $ (760,412) $12,058,447 $ 21,222 $ 104,165 ===============================================================================================================================
A-28a
GEORGIA POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) GEORGIA GEORGIA GEORGIA TRUST I TRUST II TRUST III - ------------------------------------------------------------------------------------------------------------ CAPITALIZATION Common Stock Equity $ 8,171 $ 6,218 $ 6,557 Preferred Stock - - Company obligated mandatorily redeemable preferred securities 225,000 175,000 189,250 Long-term debt - - - ------------------------------------------------------------------------------------------------------------ TOTAL 233,171 181,218 195,807 - ------------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES Preferred stock due within one year - - - Long-term debt due within one year - - - Notes payable to banks - - - Commercial paper - - - Accounts payable - Affiliated companies - - - Other - - - Customer deposits - - - Taxes accrued - - - Interest accrued - - - Miscellaneous - - - - ------------------------------------------------------------------------------------------------------------ TOTAL - - - - ------------------------------------------------------------------------------------------------------------ DEFERRED CREDITS AND OTHER LIABILITIES Accumulated deferred income taxes - - - Accumulated deferred investment tax credits - - - Deferred credits related to income taxes - - - Employee benefits provisions - - - Miscellaneous - - - - ------------------------------------------------------------------------------------------------------------ TOTAL - - - - ------------------------------------------------------------------------------------------------------------ TOTAL CAPITALIZATION AND LIABILITIES $ 233,171 $ 181,218 $195,807 ============================================================================================================
A-28b Notes to GEORGIA's Consolidated Financial Statements (A) Includes $3,735,000 equity in earnings for SEGCO, a non-consolidated subsidiary in which GEORGIA has 50% ownership. SEGCO is accounted for on the equity basis. See pages A-2 through A-14 for SEGCO's financial statements consolidated for SOUTHERN. (B) Includes $24,360,000 of investments in SEGCO. A-29
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - ----------------------------------------------------------------------------------------------------------------------------- TOTAL OPERATING REVENUES $ 650,518 $ - $ 650,518 - $ - - ----------------------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel 197,462 - 197,462 - - Purchased power from non-affiliates 29,369 - 29,369 - - Purchased power from affiliates 14,445 - 14,445 - - Other 119,011 - 119,011 - - Maintenance 57,286 - 57,286 - - Depreciation and amortization 59,129 - 59,129 - - Taxes other than income taxes 51,462 - 51,462 - - Federal and state income taxes 34,089 - 34,089 - - - ----------------------------------------------------------------------------------------------------------------------------- Total operating expenses 562,253 - 562,253 - - - ----------------------------------------------------------------------------------------------------------------------------- OPERATING INCOME 88,265 - 88,265 - - OTHER INCOME (EXPENSE): Interest income 931 (6,229) 931 3,144 3,085 Other, net (2,339) - (2,339) - - Income taxes applicable to other income 1,890 - 1,890 - - - ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 88,747 (6,229) 88,747 3,144 3,085 - ----------------------------------------------------------------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt 19,718 (6,229) 25,947 - - Other interest charges 2,548 - 2,548 - - Interest on notes payable 1,190 - 1,190 - - Amortization of debt discount, premium and expense, net 2,100 - 2,100 - - Distributions on preferred securities of subsidiary trust 6,034 - - 3,050 2,984 - ----------------------------------------------------------------------------------------------------------------------------- Net interest charges 31,590 (6,229) 31,785 3,050 2,984 - ----------------------------------------------------------------------------------------------------------------------------- NET INCOME 57,157 - 56,962 94 101 DIVIDENDS ON PREFERRED STOCK 636 - 636 - - - ---------------------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 56,521 $ - $ 56,326 $ 94 $ 101 =============================================================================================================================
A-30
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) - ------------------------------------------------------------------------------------------------------------------------------- GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - ------------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 57,157 $ - $56,962 $ 94 $ 101 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 69,633 - 69,633 - - Deferred income taxes, net (4,684) - (4,684) - - Accumulated provision for property damage 2,308 - 2,308 - - Other, net 1,155 - 1,155 - - Change in current assets and liabilities - Receivables, net 11,308 195 11,308 (94) (101) Inventories (4,308) - (4,308) - - Payables 823 (195) 1,018 - - Taxes accrued (7,960) - (7,960) - - Current cost of 1995 coal contract renegotiation 812 - 812 - - Other (11,323) - (11,323) - - - ------------------------------------------------------------------------------------------------------------------------------ NET CASH PROVIDED FROM OPERATING ACTIVITIES 114,921 - 114,921 - - - ------------------------------------------------------------------------------------------------------------------------------ INVESTING ACTIVITIES Gross property additions (69,731) - (69,731) - - Other 5,990 47,784 4,598 - (46,392) - ------------------------------------------------------------------------------------------------------------------------------ NET CASH USED FOR INVESTING ACTIVITIES (63,741) 47,784 (65,133) - (46,392) - ------------------------------------------------------------------------------------------------------------------------------ FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Proceeds-- Common securities - (1,392) - - 1,392 Preferred securities 45,000 - - - 45,000 Capital contributions from parent 522 - 522 - - Other long-term debt 50,000 (46,392) 96,392 - - Retirements-- Preferred stock (9,455) - (9,455) - - First mortgage bonds (45,000) - (45,000) - - Other long-term debt (8,326) - (8,326) - - Notes payable, net (15,500) - (15,500) - - Payment of common stock dividends (67,200) - (67,200) - - Payment of preferred stock dividends (792) - (792) - - Miscellaneous (4,167) - (4,167) - - - ------------------------------------------------------------------------------------------------------------------------------ NET CASH USED FOR FINANCINGS (54,918) (47,784) (53,526) - 46,392 - ------------------------------------------------------------------------------------------------------------------------------ NET INC (DEC) IN CASH AND TEMPORARY CASH INVESTMENTS (3,738) - (3,738) - - CASH AND TEMPORARY CASH INVESTMENTS, BEG OF PERIOD 4,707 - 4,707 - - - ------------------------------------------------------------------------------------------------------------------------------ CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ 969 $ - $ 969 $ - $ - ==============================================================================================================================
A-31
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - --------------------------------------------------------------------------------------------------------------------- UTILITY PLANT $1,060,653 $ - $1,060,653 $ - $ - - --------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 588 (90,258) 3,217 41,237 46,392 - --------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and cash equivalents 969 - 969 - - Receivables - Customer accounts receivable 49,067 - 49,067 - - Other accounts and notes receivable 3,514 (282) 3,514 181 101 Affiliated companies 3,442 - 3,442 - - Accumulated provision for uncollectible accts (996) - (996) - - Fossil fuel stock, at average cost 24,213 - 24,213 - - Materials and supplies, at average cost 28,025 - 28,025 - - Regulatory clauses under recovery 9,737 - 9,737 - - Prepayments 5,690 - 5,690 - - Vacation pay deferred 4,035 - 4,035 - - - --------------------------------------------------------------------------------------------------------------------- TOTAL 127,696 (282) 127,696 181 101 - --------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Debt expense and loss, being amortized 21,448 - 21,448 - - Deferred charges related to income taxes 25,308 - 25,308 - - Prepaid pension costs 13,770 - 13,770 - - Miscellaneous 18,438 - 18,438 - - - --------------------------------------------------------------------------------------------------------------------- TOTAL 78,964 - 78,964 - - - --------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $1,267,901 $(90,540) $1,270,530 $41,418 $ 46,493 =====================================================================================================================
A-32
GULF POWER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) GULF GULF GULF GULF Consolidated Eliminations CORPORATE TRUST I TRUST II - --------------------------------------------------------------------------------------------------------------------------------- CAPITALIZATION Common Stock Equity $ 427,652 $ (2,629) $ 427,370 $ 1,418 $ 1,493 Preferred Stock 4,236 4,236 Company obligated mandatorily redeemable preferred securities 85,000 - - 40,000 45,000 Long-term debt 317,341 (87,629) 404,970 - - - --------------------------------------------------------------------------------------------------------------------------------- TOTAL 834,229 (90,258) 836,576 41,418 46,493 - --------------------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Long-term debt due within one year 27,000 - 27,000 - - Notes payable 31,500 - 31,500 - - Accounts payable Affiliated companies 19,756 - 19,756 - - Other 23,697 - 23,697 - - Customer deposits 12,560 - 12,560 - - Taxes accrued 7,432 - 7,432 - - Interest accrued 5,184 (282) 5,466 - - Regulatory clauses over recovery 6,037 - 6,037 - - Vacation pay accrued 4,035 - 4,035 - - Dividends declared 54 - 54 - - Miscellaneous 3,960 - 3,960 - - - --------------------------------------------------------------------------------------------------------------------------------- TOTAL 141,215 (282) 141,497 - - - --------------------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES Accumulated deferred income taxes 166,118 - 166,118 - - Accumulated deferred investment tax credits 29,632 - 29,632 - - Deferred credits related to income taxes 52,465 - 52,465 - - Accumulated provision for postretirement benefits 23,534 - 23,534 - - Accumulated provision for property damage 1,605 - 1,605 - - Miscellaneous 19,103 - 19,103 - - - --------------------------------------------------------------------------------------------------------------------------------- TOTAL 292,457 - 292,457 - - - --------------------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $1,267,901 $(90,540) $ 1,270,530 $ 41,418 $ 46,493 =================================================================================================================================
A-33
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------------ TOTAL OPERATING REVENUES $595,131 $ - $595,131 $ - - ------------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES: Operation -- Fuel 156,539 - 156,539 - Purchased and interchanged, net 33,872 - 33,872 - Purchase power from affiliates 36,037 - 36,037 - Other 109,993 - 109,993 - Maintenance 50,404 - 50,404 - Depreciation and amortization 47,450 - 47,450 - Taxes other than income taxes 45,965 - 45,965 - Federal and state income taxes 34,499 - 34,499 - - ------------------------------------------------------------------------------------------------------------------------ Total operating expenses 514,759 - 514,759 - - ------------------------------------------------------------------------------------------------------------------------ OPERATING INCOME 80,372 - 80,372 - OTHER INCOME (EXPENSE): Income from subsidiary - - - - Interest income 947 (2,796) 947 2,796 Other, net 2,498 - 2,498 - Income taxes applicable to other income (165) - (165) - - ------------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INTEREST CHARGES 83,652 (2,796) 83,652 2,796 - ------------------------------------------------------------------------------------------------------------------------ INTEREST CHARGES: Interest on long-term debt 20,567 (2,796) 23,363 - Interest on notes payable 943 - 943 - Amortization of debt discount, premium and expense, net 1,446 - 1,446 - Other interest charges 790 - 790 - Distributions on preferred securities of subsidiary trust 2,796 - - 2,796 - ------------------------------------------------------------------------------------------------------------------------ Net interest charges 26,542 (2,796) 26,542 2,796 - ------------------------------------------------------------------------------------------------------------------------ NET INCOME 57,110 - 57,110 - DIVIDENDS ON PREFERRED STOCK 2,005 - 2,005 - - ------------------------------------------------------------------------------------------------------------------------ NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $55,105 $ - $55,105 $ - ========================================================================================================================
A-34
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) - ------------------------------------------------------------------------------------------------------------------- MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $ 57,110 $ - 57,110 $ - Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 51,517 - 51,517 - Deferred income taxes, net 11,620 - 11,620 - Other, net (12,175) - (12,175) - Change in current assets and liabilities - Receivables, net (5,486) - (5,486) - Inventories (5,050) - (5,050) - Payables (389) - (389) - Taxes accrued (2,457) - (2,457) - Other (1,604) - (1,604) - - -------------------------------------------------------------------------------------------------------------- NET CASH PROVIDED FROM OPERATING ACTIVITIES 93,086 - 93,086 - - -------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Gross property additions (68,231) - (68,231) - Other (324) - (324) - - -------------------------------------------------------------------------------------------------------------- NET CASH USED FOR INVESTING ACTIVITIES (68,555) - (68,555) - - -------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Proceeds-- Capital contributions 85 - 85 - Pollution control bonds 13,520 - 13,520 - Other long-term debt 90,000 - 90,000 - Retirements-- Preferred stock (87) - (87) - First mortgage bonds (75,000) - (75,000) - Pollution control bonds (13,020) - (13,020) - Increase (decrease) in notes payable, net 13,000 - 13,000 - Payment of common stock dividends (51,700) - (51,700) - Payment of preferred stock dividends (2,005) - (2,005) - Miscellaneous (2,429) - (2,429) - - -------------------------------------------------------------------------------------------------------------- NET CASH USED FOR FINANCINGS (27,636) - (27,636) - - -------------------------------------------------------------------------------------------------------------- NET INC (DEC) IN CASH AND TEMPORARY CASH INVESTMENTS (3,105) - (3,105) - CASH AND TEMPORARY CASH INVESTMENTS, BEG OF PERIOD 4,432 - 4,432 - - -------------------------------------------------------------------------------------------------------------- CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ 1,327 $ - $ 1,327 $ - ==============================================================================================================
A-35
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1997 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------------- UTILITY PLANT $1,020,672 $ - $1,020,672 $ - - ------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 979 (37,164) 2,061 36,082 - ------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and cash equivalents 1,327 - 1,327 - Receivables - Customer accounts receivable 29,829 - 29,829 - Regulatory clauses under recovery 8,042 - 8,042 - Other accounts and notes receivable 12,495 - 12,495 - Affiliated companies 10,946 - 10,946 - Accumulated provision for uncollectible accts (621) - (621) - Fossil fuel stock, at average cost 16,418 - 16,418 - Materials and supplies, at average cost 18,735 - 18,735 - Current portion of accumulated deferred income taxes 4,248 - 4,248 - Prepayments 1,651 - 1,651 - Vacation pay deferred 4,717 - 4,717 - - ------------------------------------------------------------------------------------------------------------- TOTAL 107,787 - 107,787 - - ------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Debt expense and loss, being amortized 13,713 - 13,713 - Deferred charges related to income taxes 22,697 - 22,697 - Long-term notes receivable 2,072 - 2,072 - Workforce Reduction Plan 12,748 - 12,748 - Miscellaneous 8,937 - 8,937 - - ------------------------------------------------------------------------------------------------------------- TOTAL 60,167 - 60,167 - - ------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $1,189,605 $(37,164) $1,190,687 $36,082 ============================================================================================================
A-36
MISSISSIPPI POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1997 (in thousands) MISSISSIPPI MISSISSIPPI MISSISSIPPI Consolidated Eliminations CORPORATE TRUST I - ------------------------------------------------------------------------------------------------------- CAPITALIZATION Common Stock Equity $ 391,231 $ (1,082) $ 391,231 $ 1,082 Preferred Stock 31,809 - 31,809 - Company obligated mandatorily redeemable preferred securities 35,000 - - 35,000 Long-term debt 292,744 (36,082) 328,826 - - ------------------------------------------------------------------------------------------------------- TOTAL 750,784 (37,164) 751,866 36,082 - ------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Long-term debt due within one year 50,020 - 50,020 - Notes payable 13,000 - 13,000 - Accounts payable 60,313 - 60,313 - Customer deposits 3,272 - 3,272 - Taxes accrued 32,503 - 32,503 - Interest accrued 2,955 - 2,955 - Miscellaneous 11,753 - 11,753 - - ------------------------------------------------------------------------------------------------------- TOTAL 173,816 - 173,816 - - ------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES Accumulated deferred income taxes 143,852 - 143,852 - Accumulated deferred investment tax credits 25,913 - 25,913 - Deferred credits related to income taxes 37,277 - 37,277 - Postretirement benefits other than pension 25,869 - 25,869 - Accumulated provision for property damage 910 - 910 - Workforce Reduction Plan 13,051 - 13,051 - Miscellaneous 18,133 - 18,133 - - ------------------------------------------------------------------------------------------------------- TOTAL 265,005 - 265,005 - - ------------------------------------------------------------------------------------------------------- - TOTAL CAPITALIZATION AND LIABILITIES $1,189,605 $(37,164) $ 1,190,687 $ 36,082 =======================================================================================================
A-37
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - ---------------------------------------------------------------------------------------------------------------- TOTAL OPERATING REVENUES $ 254,455 $ - $ 254,455 $ - - ---------------------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Operation -- Fuel 53,021 - 53,021 - Purchased power from non-affiliates 9,460 - 9,460 - Purchase power from affiliates 35,687 - 35,687 - Other 49,055 - 49,055 - Maintenance 18,711 - 18,711 - Depreciation and amortization 22,032 - 22,032 - Taxes other than income taxes 12,342 - 12,342 - Federal and state income taxes 16,335 - 16,335 - - ----------------------------------------------------------------------------------------------------------------- Total operating expenses 216,643 - 216,643 - - ----------------------------------------------------------------------------------------------------------------- OPERATING INCOME 37,812 - 37,812 - OTHER INCOME (EXPENSE): Allowance for equity funds used during construction 83 - 83 - Interest income 384 (172) 384 172 Other, net (1,781) - (1,781) - Income taxes applicable to other income 1,234 - 1,234 - - ---------------------------------------------------------------------------------------------------------------- INCOME BEFORE INTEREST CHARGES 37,732 (172) 37,732 172 - ---------------------------------------------------------------------------------------------------------------- INTEREST CHARGES: Interest on long-term debt 10,383 (172) 10,555 - Allowance for debt funds used during construction (133) - (133) - Interest on notes payable 278 - 278 - Amortization of debt discount, premium and expense, net 853 - 853 - Distributions on preferred securities of subsidiary trust 167 - - 167 Other interest charges 474 - 474 - - --------------------------------------------------------------------------------------------------------------- Net interest charges 12,022 (172) 12,027 167 - --------------------------------------------------------------------------------------------------------------- NET INCOME 25,710 - 25,705 5 DIVIDENDS ON PREFERRED STOCK 2,066 - 2,066 - - --------------------------------------------------------------------------------------------------------------- NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 23,644 $ - $ 23,639 $ 5 ===============================================================================================================
A-38
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 (in thousands) - -------------------------------------------------------------------------------------------------------------------------- SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - -------------------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net Income $25,710 $ - $ 25,705 $ 5 Adjustments to reconcile consolidated net income to net cash provided by operating activities - Depreciation and amortization 23,531 - 23,531 - Deferred income taxes and investment tax credits, net 7,011 - 7,011 - Allowance for equity funds used during construction (83) - (83) - Other, net (6) - (6) - Change in current assets and liabilities - Receivables, net (9,969) 5 (9,969) (5) Inventories 705 - 705 - Payables 470 (5) 475 - Taxes accrued (434) - (434) - Other (4,331) - (4,331) - - ------------------------------------------------------------------------------------------------------------------------ NET CASH PROVIDED FROM OPERATING ACTIVITIES 42,604 - 42,604 - - ------------------------------------------------------------------------------------------------------------------------ INVESTING ACTIVITIES Gross property additions (18,071) - (18,071) - Other 1,617 42,474 380 (41,237) - ------------------------------------------------------------------------------------------------------------------------ NET CASH USED FOR INVESTING ACTIVITIES (16,454) 42,474 (17,691) (41,237) - ------------------------------------------------------------------------------------------------------------------------ FINANCING ACTIVITIES AND CAPITAL CONTRIBUTIONS Proceeds-- Common Securities - (1,237) - 1,237 Preferred securities 40,000 - - 40,000 Other long-term debt 30,000 (41,237) 71,237 - Retirements-- Preferred stock (35,000) - (35,000) - First mortgage bonds (30,000) - (30,000) - Other long-term debt (478) - (478) - Payment of common stock dividends (23,500) - (23,500) - Payment of preferred stock dividends (2,556) - (2,556) - Miscellaneous (4,798) - (4,798) - - ------------------------------------------------------------------------------------------------------------------------ NET CASH USED FOR FINANCINGS (26,332) (42,474) (25,095) 41,237 - ------------------------------------------------------------------------------------------------------------------------ NET INC (DEC) IN CASH AND TEMPORARY CASH INVESTMENTS (182) - (182) - CASH AND TEMPORARY CASH INVESTMENTS, BEG OF PERIOD 6,144 - 6,144 - - ------------------------------------------------------------------------------------------------------------------------ CASH AND TEMPORARY CASH INVESTMENTS, END OF PERIOD $ 5,962 $ - $ 5,962 $ - ========================================================================================================================
A-39
SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - ---------------------------------------------------------------------------------------------------------------------------- UTILITY PLANT $ 442,942 $ - $442,942 $ - - ---------------------------------------------------------------------------------------------------------------------------- OTHER PROPERTY AND INVESTMENTS 1,420 (42,474) 2,657 41,237 - ---------------------------------------------------------------------------------------------------------------------------- CURRENT ASSETS Cash and cash equivalents 5,962 - 5,962 - Receivables - Customer accounts receivable 18,030 - 18,030 - Other accounts and notes receivable 3,543 (5) 3,543 5 Affiliated companies 1,388 - 1,388 - Accumulated provision for uncollectible accts (284) - (284) - Fuel cost under recovery 17,628 - 17,628 - Fossil fuel stock, at average cost 4,984 - 4,984 - Materials and supplies, at average cost 6,496 - 6,496 - Prepayments 4,772 - 4,772 - - ---------------------------------------------------------------------------------------------------------------------------- TOTAL 62,519 (5) 62,519 5 - ---------------------------------------------------------------------------------------------------------------------------- DEFERRED CHARGES Debt expense, being amortized 3,554 - 3,554 - Deferred charges related to income taxes 17,130 - 17,130 - Premium on reacquired debt, being amortized 8,570 - 8,570 - Prepaid pension costs 3,281 - 3,281 - Cash surrender value of life insurance for deferred compensation plans 14,179 - 14,179 - Miscellaneous 2,204 - 2,204 - - ---------------------------------------------------------------------------------------------------------------------------- TOTAL 48,918 - 48,918 - - ---------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 555,799 $(42,479) $557,036 $ 41,242 ============================================================================================================================
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:: SAVANNAH ELECTRIC AND POWER COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1998 (in thousands) SAVANNAH SAVANNAH SAVANNAH Consolidated Eliminations CORPORATE TRUST I - ----------------------------------------------------------------------------------------------------------------------- CAPITALIZATION Common Stock Equity $175,865 $ (1,237) $ 175,860 $ 1,242 Company obligated mandatorily redeemable preferred securities 40,000 - - 40,000 Long-term debt 163,443 (41,237) 204,680 - - ----------------------------------------------------------------------------------------------------------------------- TOTAL 379,308 (42,474) 380,540 41,242 - ----------------------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES Amount of securities due within one year 689 - 689 - Accounts payable 15,847 - 15,847 - Customer deposits 5,224 - 5,224 - Taxes accrued 5,358 - 5,358 - Interest accrued 3,815 (5) 3,820 - Vacation pay accrued 1,978 - 1,978 - Miscellaneous 6,700 - 6,700 - - ----------------------------------------------------------------------------------------------------------------------- TOTAL 39,611 (5) 39,616 - - ----------------------------------------------------------------------------------------------------------------------- DEFERRED CREDITS AND OTHER LIABILITIES Accumulated deferred income taxes 82,778 - 82,778 - Accumulated deferred investment tax credits 11,943 - 11,943 - Deferred credits related to income taxes 21,349 - 21,349 - Deferred compensation plans 9,788 - 9,788 - Postretirement benefits 6,434 - 6,434 - Miscellaneous 4,588 - 4,588 - - ----------------------------------------------------------------------------------------------------------------------- TOTAL 136,880 - 136,880 - - ----------------------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION AND LIABILITIES $555,799 $(42,479) $557,036 $ 41,242 =======================================================================================================================
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EXHIBITS. Exhibits (including reference to previous filings): Exhibit Number Description of Exhibit A-1 Annual Report of SOUTHERN on Form 10-K for the year ended December 31, 1998. (File No. 1-3526.) A-2 Annual Report of ALABAMA on Form 10-K for the year ended December 31, 1998. (File No. 1-3164.) A-3 Annual Report of GEORGIA on Form 10-K for the year ended December 31, 1998. (File No. 1-6468.) A-4 Annual Report of GULF on Form 10-K for the year ended December 31, 1998. (File No. 0-2429.) A-5 Annual Report of MISSISSIPPI on Form 10-K for the year ended December 31, 1998. (File No. 0-6849.) A-6 Annual Report of SAVANNAH on Form 10-K for the year ended December 31, 1998. (File No. 1-5072.) A-7 Annual Report on Form U-13-60 for SEI for the year ended December 31, 1998. B-1 Composite Certificate of Incorporation of SOUTHERN, reflecting all amendments thereto through January 5, 1994. (Designated in Registration No. 33-3546, as Exhibit 4(a), in Certificate of Notification, File No. 70-7341, as Exhibit A and in Certificate of Notification, File No. 70-8181, as Exhibit A.) B-2 By-laws of SOUTHERN as amended effective October 21, 1991, and as presently in effect. (Designated in Form U-1, File No. 70-8181, as Exhibit A-2.) B-3 Charter of ALABAMA and amendments thereto through August 10, 1998. (Designated in Registration No. 2-59634 as Exhibit 2(b), in Registration No. 2-60209 as Exhibit 2(c), in Registration No. 2-60484 as Exhibit 2(b), in Registration No. 2-70838 as Exhibit 4(a)-2, in Registration No. 2-85987 as Exhibit 4(a)-2, in Registration No. 33-25539 as Exhibit 4(a)-2, in Registration No. 33-43917 as Exhibit 4(a)-2, in Form 8-K dated February 5, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated July 8, 1992, File No. 1-3164, as Exhibit 4(b)-3, in Form 8-K dated October 27, 1993, File No. 1-3164, as Exhibits 4(a) and 4(b), in Form 8-K dated November 16, 1993, File No. 1-3164, as Exhibit 4(a), in Certificate of Notification, File No. 70-8191, as Exhibit A, in Form 10-K for the year ended December 31, 1997, File No. 1-3164, as Exhibit 3(b)2 and in Form 8-K dated August 10, 1998, File No. 1-3164, as Exhibit 4.4.) B-4 By-laws of ALABAMA as amended effective July 23, 1993, and as presently in effect. (Designated in Form U-1, File No. 70-8191, as Exhibit A-2.)
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EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-5 Charter of GEORGIA and amendments thereto through January 26, 1998. (Designated in Registration No. 2-63392 as Exhibit 2(a)-2, in Registration No. 2-78913 as Exhibits 4(a)-(2) and 4(a)-(3), in Registration No. 2-93039 as Exhibit 4(a)-(2), in Registration No. 2-96810 as Exhibit 4(a)(2), in Registration No. 33-141 as Exhibit 4(a)(2), in Registration No. 33-1359 as Exhibit 4(a)(2), in Registration No. 33-5405 as Exhibit 4(b)(2), in Registration No. 33-14367 as Exhibits 4(b)-2 and 4(b)-3, in Registration No. 33-22504 as Exhibits 4(b)-(2), 4(b)-(3) and 4(b)-(4), in GEORGIA's Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibits 4(a)(2) and 4(a)(3), in Registration No. 33-48895, as Exhibits 4(b)-(2) and 4(b)-(3), in Form 8-K dated December 10, 1992, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated June 17, 1993, File No. 1-6468, as Exhibit 4(b), in Form 8-K dated October 20, 1993, File No. 1-6468, as Exhibit 4(b) and in Form 10-K for the year ended December 31, 1997, File No. 1-6468, as Exhibit 3(c)2.) B-6 By-laws of GEORGIA as amended effective July 18, 1990, and as presently in effect. (Designated in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 3.) B-7 Restated Articles of Incorporation of GULF and amendments thereto through January 28, 1998. (Designated in Registration No. 33-43739 as Exhibit 4(b)-(1), in Form 8-K dated January 15, 1992, File No. 0-2429, as Exhibit 1(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(b)-2, in Form 8-K dated September 22, 1993, File No. 0-2429, as Exhibit 4, in Form 8-K dated November 3, 1993, File No. 0-2429, as Exhibit 4 and in Form 10-K for the year ended December 31, 1997, File No. 0-2429, as Exhibit 3(d)2.) B-8 By-laws of GULF as amended effective July 26, 1996, and as presently in effect. (Designated in Form U-1, File No. 70-8949, as Exhibit A-2(c).) B-9 Articles of incorporation of MISSISSIPPI, articles of merger of Mississippi Power Company (a Maine corporation) into MISSISSIPPI and articles of amendment to the articles of incorporation of MISSISSIPPI through December 31, 1997. (Designated in Registration No. 2-71540 as Exhibit 4(a)-1, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-10, in Registration No. 33-49320 as Exhibit 4(b)-1, in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibits 4(b)-2 and 4(b)-3 in Form 8-K dated August 4, 1993, File No. 0-6849, as Exhibit 4(b)-3, in Form 8-K dated August 18, 1993, File No. 0-6849, as Exhibit 4(b)-3 and in Form 10-K for the year ended December 31, 1997, File No. 0-6849, as Exhibit 3(e)2.) B-10 By-laws of MISSISSIPPI as amended effective April 2, 1996, and as presently in effect. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-10.) B-11 Charter of SAVANNAH and amendments thereto through December 2, 1998. (Designated in Registration No. 33-25183 as Exhibit 4(b)-(1), in Registration No. 33-45757 as Exhibit 4(b)-(2), in Form 8-K dated November 9, 1993, File No. 1-5072 as Exhibit 4(b) and in Form 10-K for the year ended December 31, 1998, File No. 1-5072, as Exhibit 3(f)2.)
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EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-12 By-laws of SAVANNAH as amended effective February 16, 1994, and as presently in effect. (Designated in SAVANNAH's Form 10-K for the year ended December 31, 1993, File No. 1-5072, as Exhibit 3(f)2.) B-13 SEGCO Certificate of Incorporation as amended to date, last amended November 29, 1966. (Designated in Forms U-1, File No. 70-3480, as Exhibit A-5, File No. 70-3630, as Exhibit A-6, File Nos. 70-3738 and 70-3842, as Exhibit A-8(b); Registration No. 2-18084 as Exhibit 3(a)-2 and First Certificate of Notification, File No. 70-3945, as Exhibit A.) B-14 SEGCO By-laws as amended to date, last amended July 10, 1986. (Designated in Form U5S for the year ended December 31, 1990, as Exhibit B-14.) B-15 SCS Certificate of Incorporation as amended. (Designated in Form U-1, File No. 70-3573, as Exhibit A-1; in Form U-1, File No. 70-3833, as Exhibit A-2; Form U5S for 1962, File No. 30-222-2, as Exhibit A-17; and Form U5S for 1985, File No. 30-222-2, as Exhibit B-13(b).) B-16 SCS By-laws as amended to date, last amended October 19, 1998. B-17 Alabama Property Company Certificate of Incorporation. (Designated in Form U-5B, File No. 30-115, as Exhibit B-29.) B-18 Alabama Property Company By-laws. (Designated in Form U-5B, File No. 30-115, as Exhibit B-30.) B-19 Piedmont-Forrest Corporation Articles of Incorporation and amendments thereto through August 31, 1987. (Designated in Form U-1, File No. 70-6135, as Exhibit A-1 and in Form U5S for 1987, File No. 30-222-2, as Exhibit B-21.) B-20 Piedmont-Forrest Corporation By-laws as presently in effect. (Designated in Form U-1, File No. 70-6135, as Exhibit A-2.) B-21 Articles of Incorporation of Southern Energy Resources, Inc. and amendments thereto. (Designated in Form U5S for 1982, File No. 30-222-2, as Exhibit A-19, in Form U5S for 1987, File No. 30-222-2, as Exhibit B-24 and in Form U5S for 1996, File No. 30-222-2, as Exhibit B-22.) B-22 Certificate of Amendment of the Certificate of Incorporation of Southern Energy Resources, Inc. dated December 30, 1997. B-23 By-laws of Southern Energy Resources, Inc. as amended to date, last amended October 19, 1998. B-24 Articles of Incorporation of MESH and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-23.)
A-44
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-25 By-laws of MESH. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-24.) B-26 Articles of Incorporation of Energy Solutions and amendments thereto through March 25, 1993. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibit B-23 , in Form U5S for 1987, File No. 30-222-2, as Exhibit B-27 and in Form U5S for 1993, File No. 30-222-2, as Exhibit B-25.) B-27 By-laws of Energy Solutions. B-28 By-laws of SOUTHERN NUCLEAR as amended to date, last amended May 21, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-27 and in Form U5S for 1997, File No. 30-222-2, as Exhibit B-28.) B-29 Articles of Incorporation of SOUTHERN NUCLEAR and amendment thereto through June 14, 1991. (Designated in Form U5S for 1991, File No. 30-222-2, as Exhibit B-28.) B-30 Certificate of Incorporation of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-30.) B-31 By-laws of SERC. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-31.) B-32 Certificate of Incorporation of SOUTHERN COMMUNICATIONS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-31) B-33 By-laws of SOUTHERN COMMUNICATIONS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-32) B-34 Certificate of Incorporation of Southern Energy, Inc.. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-32.) B-35 Certificate of Amendment of the Certificate of Incorporation of Southern Energy, Inc. dated December 30, 1997. B-36 By-laws of Southern Energy, Inc. B-37 Certificate of Incorporation of Southern Electric International - Europe, Inc. and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-37.) B-38 By-laws of Southern Electric International - Europe, Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-38.) B-39 Certificate of Incorporation of Southern Energy North America, Inc. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-38.)
A-45
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-40 Certificate of Amendment of Certificate of Incorporation of Southern Electric Wholesale Generators, Inc. changing name to Southern Energy North America Inc. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-41.) B-41 By-laws of Southern Energy North America, Inc. (Designated in Form U5S for 1993, File No. 30-222-2, as Exhibit B-39.) B-42 Certificate of Incorporation of Southern Electric International Trinidad, Inc. and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-43.) B-43 By-laws of Southern Electric International Trinidad, Inc. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-44.) B-44 Articles of Organization of MESCO and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-49.) B-45 Operating Agreement of MESCO. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-50.) B-46 Certificate of Incorporation of Southern Electric, Inc. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-51) B-47 By-laws of Southern Electric, Inc. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-52) B-48 Certificate of Incorporation of GEORGIA POWER HOLDINGS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-53) B-49 By-laws of GEORGIA POWER HOLDINGS. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-54) B-50 Certificate of Limited Partnership of GEORGIA CAPITAL. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-55) B-51 Amended and Restated Agreement of Limited Partnership of GEORGIA CAPITAL. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-56) B-52 Action of General Partner of GEORGIA CAPITAL dated December 9, 1994. (Designated in Form U5S for 1994, File No. 30-222-2, as Exhibit B-57) B-53 Certificate of Incorporation of Southern Energy International, Inc. and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-58 and in Form U5S for 1997, File No. 30-222-2, as Exhibit B-61)
A-46
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-54 By-laws of Southern Energy International, Inc. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-62.) B-55 Certificate of Incorporation of Southern Energy - Newco 2, Inc. and amendments thereto. (Designated in Form U5S for 1995, File No. 30-222-2, as Exhibit B-60 and in Form U5S for 1996, File No. 30-222-2, as Exhibit B-64.) B-56 By-laws of Southern Energy - Newco 2, Inc. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-65.) B-57 By-Laws of Southern Energy Finance Company, Inc. B-58 Certificate of Incorporation of EPZ Lease, Inc. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-67.) B-59 By-laws of EPZ Lease, Inc. B-60 Certificate of Formation of EPZ Lease, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-69.) B-61 Certificate of Formation of EPZ Lease Holding A, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-70.) B-62 Articles of Organization of EPZ Lease Holding A, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-71.) B-63 Certificate of Formation of EPZ Lease Holding B, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-72.) B-64 Articles of Organization of EPZ Lease Holding B, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-73.) B-65 Certificate of Formation of EPZ Lease Holding C, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-74.) B-66 Articles of Organization of EPZ Lease Holding C, L.L.C. (Designated in Form U5S for 1996, File No. 30-222-2, as Exhibit B-75.) B-67 Certificate of Incorporation of Southern Energy Ventures, Inc. B-68 By-laws of Southern Energy Ventures, Inc. B-69 Certificate of Incorporation of Southern Energy Southwest Investments, Inc. B-70 By-laws of Southern Energy Southwest Investments, Inc. B-71 Certificate of Incorporation of Southern Energy Texas (G.P.), Inc.
A-47
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-72 By-laws of Southern Energy Texas (G.P.), Inc. B-73 Certificate of Incorporation of Southern Energy Hudson Valley Investments, LTD. B-74 By-Laws of Southern Energy Hudson Valley Investments, LTD. B-75 Certificate of Incorporation of Southern Energy New York G.P., Inc. B-76 By-Laws of Southern Energy New York G.P., Inc. B-77 Certificate of Limited Partnership of SEI Texas, L.P. B-78 Certificate of Incorporation of Southern Energy California, Inc. B-79 By-Laws of Southern Energy California, Inc. B-80 Certificate of Formation of Southern Energy California, L.L.C. B-81 Certificate of Incorporation of Southern Energy Bay Area Investments, Inc. B-82 By-Laws of Southern Energy Bay Area Investments, Inc. B-83 By-Laws of SEI State Line Inc. B-84 Certificate of Incorporation of Southern Energy Europe Investments, Inc. B-85 By-Laws of Southern Energy Europe Investments, Inc. B-86 Certificate of Formation of Southern Energy Lovett, L.L.C. B-87 Certificate of Formation of Southern Energy Bowline, L.L.C. B-88 Certificate of Incorporation of Southern Energy Netherlands, LTD. and amendments thereto. B-89 By-Laws of Southern Energy Netherlands, LTD. B-90 Certificate of Incorporation of Southern Energy Netherlands Management Company, Inc. B-91 By-Laws of Southern Energy Netherlands Management Company, Inc. B-92 By-Laws of Southern Energy - Asia, Inc. B-93 By-Laws of Powercall, Inc. B-94 By-Laws of Southern Telecom, Inc.
A-48
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit B-95 Certificate of Formation of Southern Energy Canal III, L.L.C. B-96 Certificate of Limited Partnership of Southern Energy Central Texas, L.P. B-97 Certificate of Formation of Southern Energy NY-GEN, L.L.C. C-1 Subordinated Note Indenture dated as of February 1, 1997, among SOUTHERN, Southern Company Capital Funding, Inc. and Bankers Trust Company, as Trustee, and indentures supplemental thereto dated as of February 4, 1997. (Designated in Registration Nos. 333-28349 as Exhibits 4.1 and 4.2 and 333-28355 as Exhibit 4.2.) C-2 Subordinated Note Indenture dated as of June 1, 1997, among SOUTHERN, Southern Company Capital Funding, Inc. and Bankers Trust Company, as Trustee, and indentures supplemental thereto through of December 23, 1998. (Designated in Form 10-K for the year ended December 31, 1997, File No. 1-3526, as Exhibit 4(a)2, in Form 8-K dated June 18, 1998, File No. 1-3526, as Exhibit 4.2 and in Form 8-K dated December 18, 1998, File No. 1-3526, as Exhibit 4.4.) C-3 Indenture dated as of January 1, 1942, between ALABAMA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indentures supplemental thereto through December 1, 1994. (Designated in Registration Nos. 2-59843 as Exhibit 2(a)-2, 2-60484 as Exhibits 2(a)-3 and 2(a)-4, 2-60716 as Exhibit 2(c), 2-67574 as Exhibit 2(c), 2-68687 as Exhibit 2(c), 2-69599 as Exhibit 4(a)-2, 2-71364 as Exhibit 4(a)-2, 2-73727 as Exhibit 4(a)-2, 33-5079 as Exhibit 4(a)-2, 33-17083 as Exhibit 4(a)-2, 33-22090 as Exhibit 4(a)-2, in ALABAMA's Form 10-K for the year ended December 31, 1990, File No. 1-3164, as Exhibit 4(c), in Registration Nos. 33-43917 as Exhibit 4(a)-2, 33-45492 as Exhibit 4(a)-2, 33-48885 as Exhibit 4(a)-2, 33-48917 as Exhibit 4(a)-2, in Form 8-K dated January 20, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated February 17, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Form 8-K dated March 10, 1993, File No. 1-3436, as Exhibit 4(a)-3, in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Form 8-K dated June 24, 1993, File No. 1-3436, as Exhibit 4, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Form 8-K dated November 16, 1993, File No. 1-3436, as Exhibit 4(b), in Certificate of Notification, File No. 70-8069, as Exhibits A and B, in Certificate of Notification, File No. 70-8069, as Exhibit A, in Certificate of Notification, File No. 70-8069, as Exhibit A and in Form 8-K dated November 30, 1994, File No. 1-3436, as Exhibit 4.) C-4 Subordinated Note Indenture dated as of January 1, 1996, between ALABAMA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indenture supplemental thereto dated as of January 1, 1996. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits E and F.)
A-49
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-5 Subordinated Note Indenture dated as of January 1, 1997, between ALABAMA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through February 25, 1999. (Designated in Form 8-K dated January 9, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2 and in Form 8-K dated February 18, 1999, File No. 1-3164, as Exhibit 4.2.) C-6 Senior Note Indenture dated as of December 1, 1997, between ALABAMA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through November 17, 1998. (Designated in Form 8-K dated December 4, 1997, File No. 1-3164, as Exhibits 4.1 and 4.2, in Form 8-K dated February 20, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated April 17, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated August 11, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 8, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated September 16, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 7, 1998, File No. 1-3164, as Exhibit 4.2, in Form 8-K dated October 28, 1998, File No. 1-3164, as Exhibit 4.2 and in Form 8-K dated November 12, 1998, File No. 1-3164, as Exhibit 4.2 .) C-7 Indenture dated as of March 1, 1941, between GEORGIA and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee, and indentures supplemental thereto dated as of March 1, 1941, March 3, 1941 (3 indentures), March 6, 1941 (139 indentures), March 1, 1946 (88 indentures) and December 1, 1947, through October 15, 1995. (Designated in Registration Nos. 2-4663 as Exhibits B-3 and B-3(a), 2-7299 as Exhibit 7(a)-2, 2-61116 as Exhibit 2(a)-3 and 2(a)-4, 2-62488 as Exhibit 2(a)-3, 2-63393 as Exhibit 2(a)-4, 2-63705 as Exhibit 2(a)-3, 2-68973 as Exhibit 2(a)-3, 2-70679 as Exhibit 4(a)-(2), 2-72324 as Exhibit 4(a)-2, 2-73987 as Exhibit 4(a)-(2), 2-77941 as Exhibits 4(a)-(2) and 4(a)-(3), 2-79336 as Exhibit 4(a)-(2), 2-81303 as Exhibit 4(a)-(2), 2-90105 as Exhibit 4(a)-(2), 33-5405 as Exhibit 4(a)-(2), 33-14367 as Exhibits 4(a)-(2) and 4(a)-(3), 33-22504 as Exhibits 4(a)-(2), 4(a)-(3) and 4(a)-(4), 33-32420 as Exhibit 4(a)-(2), 33-35683 as Exhibit 4(a)-(2), in GEORGIA's Form 10-K for the year ended December 31, 1990, File No. 1-6468, as Exhibit 4(a)(3), in Form 10-K for the year ended December 31, 1991, File No. 1-6468, as Exhibit 4(a)(5), in Registration No. 33-48895 as Exhibit 4(a)-(2), in Form 8-K dated August 26, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-K dated September 9, 1992, File No. 1-6468, as Exhibits 4(a)-(3) and 4(a)-(4), in Form 8-K dated September 23, 1992, File No. 1-6468, as Exhibit 4(a)-(3), in Form 8-A dated October 12, 1992, as Exhibit 2(b), in Form 8-K dated January 27, 1993, File No. 1-6468, as Exhibit 4(a)-(3), in Registration No. 33-49661 as Exhibit 4(a)-(2), in Form 8-K dated July 26, 1993, File No. 1-6468, as Exhibit 4, in Certificate of Notification, File No. 70-7832, as Exhibit M, in Certificate of Notification, File No. 70-7832, as Exhibit C, in Certificate of Notification, File No. 70-7832, as Exhibits K and L, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit E, in Certificate of Notification, File No. 70-8443, as Exhibit E, in Certificate of Notification, File No. 70-
A-50
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit 8443, as Exhibit E, in GEORGIA's Form 10-K for the year ended December 31, 1994, File No. 1-6468, as Exhibits 4(c)2 and 4(c)3, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Certificate of Notification, File No. 70-8443, as Exhibit C, in Form 8-K dated May 17, 1995, File No. 1-6468, as Exhibit 4 and in GEORGIA's Form 10-K for the year ended December 31, 1995, File No. 1-6468, as Exhibits 4(c)2, 4(c)3, 4(c)4, 4(c)5 and 4(c)6.) C-8 Indenture dated as of June 1, 1994, between GEORGIA and Trust Company Bank, as Trustee and indenture supplemental thereto dated December 15, 1994. (Designated in Certificate of Notification, File No. 70-8461 as Exhibits E and F.) C-9 Subordinated Note Indenture dated as of August 1, 1996, between GEORGIA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through January 1, 1997. (Designated in Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibits 4.1 and 4.2 and in Form 8-K dated January 9, 1997, File No. 1-6468, as Exhibit 4.2.) C-10 Subordinated Note Indenture dated as of June 1, 1997, between GEORGIA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through February 25, 1999. (Designated in Certificate of Notification, File No. 70-8461, as Exhibits D and E and in Form 8-K dated February 17, 1999, File No. 1-6468, as Exhibit 4.4.) C-11 Senior Note Indenture dated as of January 1, 1998, between GEORGIA and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through March 9, 1999. (Designated in Form 8-K dated January 21, 1998, File No. 1-6468, as Exhibits 4.1 and 4.2, in Forms 8-K each dated November 19, 1998, File No. 1-6468, as Exhibit 4.2 and in Form 8-K dated March 3, 1999, File No. 1-6468, as Exhibit 4.5.) C-12 Indenture dated as of September 1, 1941, between GULF and The Chase Manhattan Bank (formerly The Chase Manhattan Bank (National Association)), as Trustee, and indentures supplemental thereto through November 1, 1996. (Designated in Registration Nos. 2-4833 as Exhibit B-3, 2-62319 as Exhibit 2(a)-3, 2-63765 as Exhibit 2(a)-3, 2-66260 as Exhibit 2(a)-3, 33-2809 as Exhibit 4(a)-2, 33-43739 as Exhibit 4(a)-2, in GULF's Form 10-K for the year ended December 31, 1991, File No. 0-2429, as Exhibit 4(b), in Form 8-K dated August 18, 1992, File No. 0-2429, as Exhibit 4(a)-3, in Registration No. 33-50165 as Exhibit 4(a)-2, in Form 8-K dated July 12, 1993, File No. 0-2429, as Exhibit 4, in Certificate of Notification, File No. 70-8229, as Exhibit A, in Certificate of Notification, File No. 70-8229, as Exhibits E and F, in Form 8-K dated January 17, 1996, File No. 0-2429, as Exhibit 4, in Certificate of Notification, File No. 70-8229, as Exhibit A, in Certificate of Notification, File No. 70-8229, as Exhibit A and in Form 8-K dated November 6, 1996, File No. 0-2429, as Exhibit 4.)
A-51
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-13 Subordinated Note Indenture dated as of January 1, 1997, between GULF and The Chase Manhattan Bank, as Trustee, and indentures supplemental thereto through January 1, 1998. (Designated in Form 8-K dated January 27, 1997, File No. 0-2429, as Exhibits 4.1 and 4.2, in Form 8-K dated July 28, 1997, File No. 0-2429, as Exhibit 4.2 and in Form 8-K dated January 13, 1998, File No. 0-2429, as Exhibit 4.2.) C-14 Senior Note Indenture dated as of January 1, 1998, between GULF and The Chase Manhattan Bank, as Trustee, and indenture supplemental thereto dated as of June 24, 1998. (Designated in Form 8-K dated June 17, 1998, File No. 0-2429, as Exhibits 4.1 and 4.2.) C-15 Indenture dated as of September 1, 1941, between MISSISSIPPI and Bankers Trust Company, as Successor Trustee, and indentures supplemental thereto through December 1, 1995. (Designated in Registration Nos. 2-4834 as Exhibit B-3, 2-62965 as Exhibit 2(b)-2, 2-66845 as Exhibit 2(b)-2, 2-71537 as Exhibit 4(a)-(2), 33-5414 as Exhibit 4(a)-(2), 33-39833 as Exhibit 4(a)-2, in MISSISSIPPI's Form 10-K for the year ended December 31, 1991, File No. 0-6849, as Exhibit 4(b), in Form 8-K dated August 5, 1992, File No. 0-6849, as Exhibit 4(a)-2, in Second Certificate of Notification, File No. 70-7941, as Exhibit I, in MISSISSIPPI's Form 8-K dated February 26, 1993, File No. 0-6849, as Exhibit 4(a)-2, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated June 22, 1993, File No. 0-6849, as Exhibit 1, in Certificate of Notification, File No. 70-8127, as Exhibit A, in Form 8-K dated March 8, 1994, File No. 0-6849, as Exhibit 4, in Certificate of Notification, File No. 70-8127, as Exhibit C and in Form 8-K dated December 5, 1995, File No. 0-6849, as Exhibit 4.) C-16 Subordinated Note Indenture dated as of February 1, 1997, between MISSISSIPPI and Bankers Trust Company, as Trustee, and indenture supplemental thereto dated as of February 1, 1997. (Designated in Form 8-K dated February 20, 1997, File No. 0-6849, as Exhibits 4.1 and 4.2.) C-17 Senior Note Indenture dated as of May 1, 1998 between MISSISSIPPI and Bankers Trust Company, as Trustee and indentures supplemental thereto through May 20, 1998. (Designated in Form 8-K dated May 14, 1998, File No. 0-6849, as Exhibits 4.1, 4.2(a) and 4.2(b).) C-18 Indenture dated as of March 1, 1945, between SAVANNAH and The Bank of New York, as Trustee, and indentures supplemental thereto through May 1, 1996. (Designated in Registration Nos. 33-25183 as Exhibit 4(a)-(1), 33-41496 as Exhibit 4(a)-(2), 33-45757 as Exhibit 4(a)-(2), in SAVANNAH's Form 10-K for the year ended December 31, 1991, File No. 1-5072, as Exhibit 4(b), in Form 8-K dated July 8, 1992, File No. 1-5072, as Exhibit 4(a)-3, in Registration No. 33-50587 as Exhibit 4(a)-(2), in Form 8-K dated July 22, 1993, File No. 1-5072, as Exhibit 4, in Form 8-K dated May 18, 1995, File No. 1-5072, as Exhibit 4 and in Form 8-K dated May 23, 1996, File No. 1-5072, as Exhibit 4.)
A-52
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit C-19 Subordinated Note Indenture dated as of December 1, 1998, between SAVANNAH and The Bank of New York, as Trustee, and indenture supplemental thereto dated as of December 9, 1998. (Designated in Form 8-K dated December 3, 1998, File No. 1-5072, as Exhibit 4.3 and 4.4.) C-20 Senior Note Indenture dated as of March 1, 1998 between SAVANNAH and The Bank of New York, as Trustee and indenture supplemental thereto dated as of March 1, 1998. (Designated in Form 8-K dated March 9, 1998, File No. 1-5072, as Exhibits 4.1 and 4.2.) D-1 Income Tax Allocation Agreement and Amendments 1 through 55 thereto. (Designated in Form U5S for 1981, File No. 30-222-2, as Exhibit A-21, in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(b), in Form U5S for 1982, File No. 30-222-2, as Exhibit A-22(c), in Form U5S for 1983, File No. 30-222-2, as Exhibit D-1(d), in Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(e), in Amendment No. 1 to Form U5S for 1985, File No. 30-222-2, as Exhibit D-1(f) in Form U5S for 1987, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1992, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1995, File No. 30-222-2, as Exhibit D-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1996, File No. 30-222-2, as Exhibit D-2 and in Form U5S for 1997, File No. 30-222-2, as Exhibit D-2.) D-2 Amendments 56 through 76 to Income Tax Allocation Agreement. E-1 ALABAMA's, GEORGIA's, GULF's, MISSISSIPPI's, SCS's and SOUTHERN NUCLEAR's personnel policies pertaining to employee loans. (Designated in Form U5S for 1985, File No. 30-222-2, as Exhibits E-1, E-2, E-3, E-4 and E-5, in Form U5S, File No. 30-222-2, for 1987 as Exhibit E-2, in Form U5S for 1990, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibits E-2 and E-3 , in Form U5S for 1992, File No. 30-222-2, as Exhibit E-2 in Form U5S for 1993, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1991, File No. 30-222-2, as Exhibit D-2, in Form U5S for 1994, File No. 30-222-2, as Exhibit E-2, in Form U5S for 1995, File No. 30-222-2, as Exhibit E-2 and in Form U5S for 1997, File No. 30-222-2, as Exhibit E-2.) G-1 ALABAMA's Financial Data Schedule. (Designated in Form 8-K dated February 10, 1999, File No. 1-3164, as Exhibit 27.) G-2 GEORGIA's Financial Data Schedule. (Designated in Form 8-K dated February 10, 1999, File No. 1-6468, as Exhibit 27.) G-3 GULF's Financial Data Schedule. (Designated in Form 8-K dated February 10, 1999, File No. 0-2429, as Exhibit 27.)
A-53
EXHIBITS. Exhibits (including reference to previous filings): (Continued) Exhibit Number Description of Exhibit G-4 MISSISSIPPI's Financial Data Schedule. (Designated in Form 8-K dated February 10, 1999, File No. 0-6849, as Exhibit 27.) G-5 SAVANNAH's Financial Data Schedule. (Designated in Form 8-K dated February 10, 1999, File No. 1-5072, as Exhibit 27.) G-6 SOUTHERN system's consolidated Financial Data Schedule. (Designated in Form 8-K dated February 10, 1999, File No. 1-3526, as Exhibit 27.) H Organizational chart. I Financial statements relating to certain exempt wholesale generators and foreign utility companies. Exhibits listed above which have heretofore been filed with the SEC pursuant to various Acts administered by the SEC, and which were designated as noted above, are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith.
A-54 SIGNATURE The undersigned registered holding company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. THE SOUTHERN COMPANY Date: May 3, 1999 By /s/ W. L. Westbrook W. L. Westbrook Financial Vice President, Chief Financial Officer, and Treasurer A-55 EX-99 2 EXHIBIT A-7 Exhibit A-7 MODIFIED Form U-13-60 ANNUAL REPORT For The Period Beginning January 1, 1998 and Ending December 31, 1998 To The U.S. SECURITIES AND EXCHANGE COMMISSION Of SOUTHERN ENERGY RESOURCES, INC. (formerly known as SOUTHERN ENERGY, INC.) (Exact Name of Reporting Company) A Subsidiary Company Date of Incorporation July 29, 1981. If not incorporated Date of Organization______________ State or Sovereign Power under which Incorporated or Organized State of Delaware Location of Principal Executive Offices of Reporting Company 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 Report filed pursuant to File Number 70-6599 Name, title, and address of officer to whom correspondence concerning this report should be addressed: James A. Ward V. President & Controller 900 Ashwood Parkway, Suite 500 (Name) (Title) (Address) Name of Principal Holding Company under which Reporting Company is Organized: THE SOUTHERN COMPANY 1 INSTRUCTIONS FOR THE USE OF MODIFIED FORM U-13-60 1. Time of Filing - - Annual Report essentially in the form of U-13-60 shall be filed appended to Form U5S, Annual Report of the Parent and Associate Companies Pursuant to the Public Utility Holding Company Act of 1935. Form U5S is required to be filed by May 1. 2. Number of Copies - - Each annual report shall be filed in duplicate. The company should prepare and retain at least one extra copy for itself in case correspondence with reference to the report becomes necessary. 3. Definitions - - Definitions contained in Instruction 01-8 to the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies, Public Utility Holding Company Act of 1935, as amended February 2, 1979 shall be applicable to words or terms used specifically within the modified Form U-13-60. 4. Organization Chart - - The company shall submit with each annual report a copy of its current organization chart. 2 - ------------------------------------------------------------------------------- LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS - ------------------------------------------------------------------------------- Description of Schedules and Accounts Schedule or Page Account Number Number - ------------------------------------------------------------------------------- COMPARATIVE BALANCE SHEET Schedule I 3-4 - ------------------------ COMPANY PROPERTY Schedule II 5 ACCUMULATED PROVISIONS FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY Schedule III 6 INVESTMENTS Schedule IV 7 ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES -------------------------------------------- Schedule V 8 MISCELLANEOUS DEFERRED DEBITS Schedule IX 9 PROPRIETARY CAPITAL Schedule XI 10 LONG TERM DEBT Schedule XII 11 CURRENT AND ACCRUED LIABILITIES Schedule XIII 12 NOTES TO FINANCIAL STATEMENTS Schedule XIV 13 COMPARATIVE INCOME STATEMENT Schedule XV 14 - ---------------------------- ANALYSIS OF BILLING-ASSOCIATE COMPANIES Account 457 15 ANALYSIS OF BILLING-NONASSOCIATE COMPANIES Account 458 16 SCHEDULE OF EXPENSE BY DEPARTMENT OR FUNCTION Schedule XVII 17-18 DEPARTMENTAL ANALYSIS OF SALARIES Account 920 19 DISPOSITION OF INTELLECTUAL PROPERTY Account 928 20 MISCELLANEOUS GENERAL EXPENSES Account 930.2 21 TAXES OTHER THAN INCOME TAXES Account 408 22 DONATIONS Account 426.1 23 OTHER DEDUCTIONS Account 426.5 24 NOTES TO STATEMENT OF INCOME Schedule XVIII 25 OUTSIDE SERVICES EMPLOYED Schedule XIX 26 ORGANIZATION CHART 27-28 3 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. - ------------------------------------------------------------------------------ SCHEDULE I - COMPARATIVE BALANCE SHEET - ------------------------------------------------------------------------------ Give balance sheet of the Company as of December 31 of the current and prior year. (Note: Amounts are in thousands of dollars) - ------------------------------------------------------------------------------ ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31 - ------------------------------------------------------------------------------ CURRENT PRIOR ------- ------ COMPANY PROPERTY ---------------- 101 Company Property (Schedule II) 13,493 10,610 107 Construction work in progress (Schedule II) - - ------ ------ Total Property 13,493 10,610 ------- ------ 108 Less accumulated provision for depreciation and amortization of company property (Schedule III) (7,274) (5,723) ------ ------ Net Company Property 6,219 4,887 ------ ------ INVESTMENTS ----------- 123 Investments in associate companies - - 124 Other Investments (Schedule IV) 739 667 ------ ------ Total Investments 739 667 ------ ------ CURRENT AND ACCRUED ASSETS ------------------------- 131 Cash 14,712 1,998 134 Special deposits 596 941 135 Working funds 151 168 136 Temporary cash investments - - 141 Notes Receivable 40 75 143 Accounts Receivable 2,155 6,653 144 Accumulated provision for uncollectable accounts (567) (555) 146 Accounts receivable from associate companies (Schedule V) 156,801 79,255 152 Fuel stock expenses undistributed - - 154 Materials and supplies 4,500 - 163 Stores expenses undistributed - - 165 Prepayments 191 128 174 Miscellaneous current and accrued assets 545 2,186 -------- --------- Total Current and Accrued Assets 179,124 90,849 -------- --------- DEFERRED DEBITS --------------- 181 Unamortized debt expense - - 184 Clearing accounts - - 186 Miscellaneous deferred debits (Schedule IX) 167 64 188 Research, development, or demonstration expenditures - - 190 Accumulated deferred income taxes 37,047 35,088 -------- -------- Total Deferred Debits 37,214 35,152 ------- ------- TOTAL ASSETS AND OTHER DEBITS 223,294 131,555 ------- -------- 4 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. - ------------------------------------------------------------------------------- SCHEDULE I - COMPARATIVE BALANCE SHEET - ------------------------------------------------------------------------------- ACCOUNT LIABILITIES AND PROPRIETARY CAPITAL AS OF DECEMBER 31 - ------------------------------------------------------------------------------- CURRENT PRIOR -------- ----- PROPRIETARY CAPITAL ------------------- 201 Common stock issued (Schedule XI) 100 100 211 Miscellaneous paid-in capital (Schedule XI) 288,846 205,059 215 Appropriated retained earnings (Schedule XI) - - 216 Unappropriated retained earnings (Schedule XI) (157,295) (134,428) -------- -------- Total Proprietary Capital 131,651 70,731 -------- -------- LONG TERM DEBT -------------- 223 Advances from associate companies (Schedule XII) - - 224 Other long-term debt (Schedule XII) - - 225 Unamortized premium on long-term debt - - 226 Unamortized discount on long-term debt-debit - - -------- -------- Total long-term debt - - -------- -------- CURRENT AND ACCRUED LIABILITIES ------------------------------ 231 Notes Payable - - 232 Accounts payable 12,282 12,857 233 Notes payable to associate companies (Schedule XIII) - - 234 Accounts payable to associate companies (Schedule XIII) 4,041 2,714 236 Taxes accrued 160 2,094 237 Interest accrued - - 238 Dividends declared - - 241 Tax collections payable 1,535 645 242 Miscellaneous current and accrued liabilities (Schedule XIII) 21,059 13,652 -------- -------- Total current and accrued liabilities 39,077 31,962 -------- -------- DEFERRED CREDITS ---------------- 253 Other deferred credits 40,049 15,424 255 Accumulated deferred investment tax credits - - --------- -------- Total Deferred Credits 40,049 15,424 --------- -------- 282 ACCUMULATED DEFERRED INCOME TAXES 12,517 13,438 --------------------------------- TOTAL LIABILITIES AND PROPRIETARY CAPITAL 223,294 131,555 -------- -------- 5 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ---------------------------------------------------------------------------- SCHEDULE II - COMPANY PROPERTY - ---------------------------------------------------------------------------- START OF END OF YEAR RETIRED OTHER YEAR DESCRIPTION BALANCE ADDITION OR SOLD CHANGES BALANCE - ---------------------------------------------------------------------------- COMPANY PROPERTY ---------------- Account - ------- 301 ORGANIZATION 5 - - - 5 303 MISCELLANEOUS INTANGIBLE PLANT 795 - - - 795 304 LAND AND LAND RIGHTS - - - - - 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 1 1,480 153 - - 1,633 307 EQUIPMENT 1 2 5,773 2,553 3 (277) 8,046 308 OFFICE FURNITURE AND EQUIPMENT 1 2,324 589 - (63) 2,850 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 233 - - (69) 164 310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - - 311 OTHER COMPANY PROPERTY 3 - - - - - SUB-TOTAL 10,610 - - - 13,493 ------ ----- --- ----- ------ 107 CONSTRUCTION WORK IN PROGRESS 4 - ------- ----- --- ----- ------ TOTAL 10,610 3,295 3 (409) 13,493 ------- ----- --- ----- ------ 1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: Purchase of Compute Hardware: $ 2,553 Purchase of Software Licenses: Purchase of Office Furniture: 589 Professional Office Expansion: 153 2) SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR: BALANCE AT SUBACCOUNT DESCRIPTION ADDITIONS CLOSE OF YEAR ---------------------- --------- ------------- Computer Software - 795 Computer Hardware 2,553 8,046 3) DESCRIBE OTHER COMPANY PROPERTY: Not Applicable 4) DESCRIBE CONSTRUCTION WORK IN PROGRESS: Not Applicable 6 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------- SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY - ------------------------------------------------------------------------------- CHARGED OTHER START OF TO CHANGES END OF YEAR ACCOUNT RETIRE- AND YEAR DESCRIPTION BALANCE 403 MENTS (DEDUCT) BALANCE - ------------------------------------------------------------------------------- COMPANY PROPERTY --------------- Account - ------- 301 ORGANIZATION - - - - - 303 MISCELLANEOUS INTANGIBLE PLANT 663 114 - - 776 304 LAND AND LAND RIGHTS - - - - - 305 STRUCTURES AND IMPROVEMENTS - - - - - 306 LEASEHOLD IMPROVEMENTS 585 321 - - 906 307 EQUIPMENT 3,523 918 - - 4,415 308 OFFICE FURNITURE AND FIXTURES 819 204 13 - 1,010 309 AUTOMOBILES, OTHER VEHICLES AND RELATED GARAGE EQUIPMENT 134 25 19 - 139 310 AIRCRAFT AND AIRPORT EQUIPMENT - - - - - 311 OTHER COMPANY PROPERTY - - - - - TOTAL 5,723 1,582 32 - 7,274 ----- ----- -- -- ----- 7 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------ SCHEDULE IV - INVESTMENTS - ------------------------------------------------------------------------------ INSTRUCTIONS: Complete the following schedule concerning investments. Under account 124, "Other Investments", state each investment separately, with description, including the name of issuing company, number of shares or principal amount, etc. - ------------------------------------------------------------------------------ BALANCE AT BEGINNING OF BALANCE AT DESCRIPTION YEAR CLOSE OF YEAR - ------------------------------------------------------------------------------ ACCOUNT 124 - OTHER INVESTMENT Investment in Mobile Energy Services Co. , LLC 667 739 --- --- TOTAL 667 739 --- --- 8 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ----------------------------------------------------------------------------- SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES - ----------------------------------------------------------------------------- INSTRUCTIONS: Complete the following schedule listing accounts receivable from each associate company. Where the company has provided accommodation or convenience payments for associate companies, a separate listing of total payments for each associate by subaccount should be provided. - ------------------------------------------------------------------------------ BALANCE AT BALANCE AT BEGINNING OF CLOSE OF YEAR YEAR DESCRIPTION ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES: Alabama Power Co. 1 6 Georgia Power Co. 2 - Southern Company Services 512 656 Mississippi Power Company - 69 Southern Energy North America, Inc. 26 - SEI Birchwood, Inc. 956 83 Southern Energy, Inc. (formerly SEI Holdings, Inc.) 492 62 Associadios - 9 Southern Energy-Newco2, Inc. 1,500 2,251 Electricidad - 9 Hidroelectric Alicura, S.A. 324 141 Mobile Energy Services Company (MESCO) 868 540 Mobile Energy Services Holding (MESH) 500 500 Southern Energy Trading and Marketing, Inc. 23,731 994 Edelnor 3,118 897 Southern Electric International Trinidad, Inc. 104 148 Birchwood Power Partners 1,624 1,304 Southern Electric, Inc. 3 3 Savannah Electric - 61 Southern Company Energy Marketing - 155 State Line Holding Corporation - 363 Southern Investments Holding UK (10) (7) Southern Investments UK plc 1,500 1,603 South Western Electricity plc 796 2,688 Southern Electric Bahamas Holding, Ltd. 619 462 Beteiligungs GmbH 1,164 1,903 SEI Europe, Inc. 822 314 SEI Europe, Limited 1,341 - Greenhost, Inc. 5 304 Southern Electric Bahamas Limited 101 101 SE do Brasil 378 210 SEI State Line 10 597 State Line LLC 5,091 71,528 SEI Clairton, Inc. 324 5 SEI Finance 1 1 Worldwide Holdings Beteiligungs 412 - Germany BEWAG, Inc 1,340 3,347 SEI Worldwide Holdings, Inc. 1,340 3,347 Southern Energy Canal, LLC - 17,764 Southern Energy Kendall, LLC - 7,127 SE Clairton 2, Inc. - (10) Southern Energy Development - Europe Gmbh3 - 99 Southern Energy International Inc. - 96 Dutch Gas Lease, Inc. - 1 Southern Energy Holdings GmbH2 9,440 6,135 SoCo Capital Funding 2 3 Southern Energy Asia, Inc. 15,184 1,978 CEPA 1,505 1,505 Sual Slipform 424 2,381 CEPA Slipform 796 3,672 CEPA Tileman Power Systems 7 48 CEPAL 735 16,671 Allied Queensland Coalfield 104 323 Hopewell Tileman Philippines 8 8 Hopewell Energy Philippines 8 8 Southern Energy Finance 992 1,021 Hopewell Power Philippines 110 155 Hopewell Energy Ltd - 49 CEPA Operations HK - 151 CEPAO (Phil) Corp. - 3 Phillippine Power & Infrastruture Holding - 136 Corporation Southern Energy Shajiao C Ltd. - 52 EPZ Lease, Inc. 8 9 CEPA Construction - 906 CEPA Operations Philippines Corp. - 506 CEPA Operation - 102 Southern Energy Holding Philippine - 384 Sual Construction - 859 SEI Brazil 937 - ------ ------- 79,255 156,801 ------ ------- TOTAL 9 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the year Ended December 31, 1998 - ------------------------------------------------------------------------------ SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS - ------------------------------------------------------------------------------ INSTRUCTION: Provide detail of items in this account. Items less than $10,000 may be grouped by class showing the number of items in each class. - ------------------------------------------------------------------------------ BALANCE AT BEGINNING OF BALANCE AT DESCRIPTION YEAR CLOSE OF YEAR - ------------------------------------------------------------------------------ ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS 1) 64 167 TOTAL 64 167 -- --- 1) Miscellaneous Deferred Debits: $ 167 K for "VAT" credit & the SERI Employee Promissory Note.
10 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ---------------------------------------------------------------------------------------------------------------------------------- SCHEDULE XI PROPRIETARY CAPITAL - ---------------------------------------------------------------------------------------------------------------------------------- NUMBER OF SHARES PAR OR STATED VALUE ACCOUNT NUMBER CLASS OF STOCK AUTHORIZED PER SHARE OUTSTANDING CLOSE OF PERIOD ------------- -------------- ---------- ------------------- ----------------------------- NO. OF SHARES TOTAL AMOUNT 201 COMMON STOCK ISSUED 1,000 $100 1,000 100 - ---------------------------------------------------------------------------------------------------------------------------------- INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the general nature of transactions which give rise to the reported amounts. DESCRIPTION AMOUNT ACCOUNT 211 MISC. PAID IN CAPITAL 288,246 ACCOUNT 215 APPROPRIATED RETAINED EARNINGS TOTAL 288,246
BALANCE AT NET INCOME OR BEGINNING OF YEAR (LOSS) DIVIDENDS PAID BALANCE AT CLOSE OF YEAR --------------------------------------------------------------------------- DESCRIPTION ACCOUNT 215 UNAPPROPRIATED RETAINED EARNINGS (134,428) (22,875) - (157,295) TOTAL (134,428) (22,875) - (157,295)
11 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ---------------------------------------------------------------------------------------------------------------------------------- SCHEDULE XII LONG-TERM DEBT - ---------------------------------------------------------------------------------------------------------------------------------- INSTRUCTIONS: Advances from parent and associate companies should be reported separately for advances on notes, and advances on open accounts. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other Long Term Debt provide the name of creditor company or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding. - ----------------------------------------------------------------------------------------------------------------------------------- TERMS OF OBLIG BALANCE AT BALANCE AT NAME OF CREDITOR CLASS & SERIES DATE OF INTEREST AMOUNT BEGINNING OF (1) CLOSE OF YEAR OF OBLIGATION MATURITY RATE AUTHORIZED YEAE ADDITIONS DEDUCTIONS ACCOUNT 223 - ADVANCES FROM PARENT AND ASSOCIATE COMPANIES: - - - - ACCOUNT 224 - OTHER LONG -TERM DEBT: Not Applicable TOTAL - - - - - - (1) GIVE AN EXPLANATION OF DEDUCTIONS:
12 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------ SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES - ------------------------------------------------------------------------------ INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group. - ------------------------------------------------------------------------------ BALANCE AT BALANCE AT CLOSE BEGINNING OF YEAR OF YEAR D E S C R I P T I O N - ------------------------------------------------------------------------------- ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES: THE SOUTHERN COMPANY - - TOTAL - - - ------------------------------------------------------------------------------ ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES : Alabama Power Company - - Georgia Power Company 100 195 Southern Company Services 950 1,560 Mobile Energy Services Holdings 1 1 SEI Europe, Limited 1,175 1,796 Hidroelectric Alicura, S.A. - - Birchwood Power Partners - - South Western Electricity plc 428 429 Mobile Energy Services Co., LLC - - SEI Birchwood - - Southern Energy, Inc. (formerly SEI Holdings, Inc.) - - Southern Enterprises - - SEI Hawaii 60 59 ----- ----- TOTAL 2,714 4,041 ----- ----- ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES: Employee Garnishments W/H - - Employee Flex Dependent Care 4 4 Employee Flex Health Care - 9 Accrued Bonuses - Home Office 7,269 12,396 Accrued Bonuses - Plant 514 754 Accrued Incentive Payable 1,379 2,743 Employee Group Insurance Premiums Withheld - - Billing in Excess of Cost on Uncompleted Contracts 1,296 1,415 Vacation Clearing Current/Prior Year 1,627 3,711 Loss Provision - Macon Kraft 1,477 - ESP and ESOP 70 2 MESCO Insurance / Union Dues - - Miscellaneous - 4 United Way Withholdings 16 21 ------ ------ TOTAL 13,652 21,059 ------ ------ 13 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------- SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- INSTRUCTIONS: The space below is provided forimportant notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ General ------- Southern Energy Resources, INC. ("SERI" or the "Company"), a wholly owned subsidiary of The Southern Company ("Southern"), is engaged in the development, construction, operation and maintenance ("O&M"), and ownership of cogeneration and independent power facilities in the United States and internationally. The Company's billings to affiliates represents approximately 91% of revenues, while its O&M activities with unaffiliated entities in New York represent approximately 2% of revenues. SERI's international consulting efforts represent approximately 4% of the Company's revenues with the remaining 3% being derived from SERI's global business development efforts. SERI owns 99.9% of SEI Operadora del Argentina, S.A., incorporated in 1993 for the purpose of providing operational and maintenance services to Hidroelectrica Alicura, S.A., and 1% of Mobile Energy Services Company, L.L.C. ("Mobile Energy"), formed in 1995 for the purpose of owning and operating an energy and chemical recovery complex located in Mobile, Alabama. SERI also owns 100% of Southern Electric International, Asia, Inc. and 100% of Southern Electric International, GmbH, which were formed in 1995 for the purpose of business development in Asia and Europe, respectively. Accounting Estimates -------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Presentation --------------------- The consolidated financial statements include the accounts of SERI and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform with the current financial statement presentation. Cash and Cash Equivalents ------------------------- Investments with an original maturity of 90 days or less are classified as cash and cash equivalents. Property and Equipment ---------------------- Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the related assets (ranging from 3 years to 12 years). Leasehold improvements are amortized over the shorter of the respective lease terms or the useful lives of the improvements. The Company's capitalization policy expenses the cost of certain immaterial assets when purchased. Upon the retirement or sale of assets, the costs of such assets and the related accumulated depreciation are removed from the balance sheet and the gain or loss, if any, is credited or charged to income. Project Development Costs ------------------------- SERI capitalizes and simultaneously fully reserves for development costs for projects in which a milestone has not yet been achieved but whose likelihood of success is probable. It is reasonably possible that the estimated reserve will be reduced significantly in the near term due to successful project development efforts, which would have a beneficial impact on earnings. 13-A ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------ SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ------------------------------------------------------------------------------ Income Taxes ------------ The Company provides deferred income taxes for all significant income tax temporary differences in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109 requires, among other things, the use of an asset and liability method for the recognition of deferred tax liabilities and assets. Revenue Recognition ------------------- Revenues from construction contracts are recognized using the percentage-of-completion method. The extent of progress toward completion is measured by comparing the percentage of costs incurred to date to total estimated costs on each contract. Provisions for estimated losses on uncompleted contracts are charged to income in full when such losses become probable and are reasonably estimable. Other service revenues are recognized when earned. 2. EMPLOYEE BENEFITS --------------- Pension Plan ------------ SERI participates in the Pension Plan for Employees of Southern Company Services, Inc., a defined benefit, trusteed, noncontributory plan covering substantially all regular employees. Certain union employees engaged in the operations and maintenance contract with Mobile Energy participate in a separate pension plan. Likewise, union employees engaged in the operations of State Line Energy, L.L.C. in Hammond, IN are covered by a separate union pension plan sponsored through The United Steelworkers of America. The following table sets forth SERI's defined benefit plans' funded status as of December 31, 1998 (in thousands): 1998 -------- Benefit obligation at beginning of year $ 18,562 Service Cost 1,318 Interest Cost 1,390 Benefits Paid (231) (Gain)/Loss (705) Amendments 836 ----------- Benefit obligation at end of year $ 21,170 =========== Funded Status $ 1,510 Unrecognized net transition obligation 100 Unrecognized Net (Gain) / Loss (6,626) Unrecognized prior service cost 842 Accruals for Acquisition ------- (11,850) ---------- Accrued pension costs recognized in the balance sheets $ (16,024) ========== The actuarial present value of the projected benefit obligation for the plans was determined using a discount rate of 6.75% for 1998 and a rate of increase in future compensation levels of 4.25% for 1998. The expected long-term rate of return on assets was 8.5% for 1998. 13-B ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------ SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ------------------------------------------------------------------------------- The net periodic pension cost for 1998 included the following components (in thousands): 1998 --------- Service cost-benefits earned $ 1,318 Interest cost on projected benefit obligation 1,389 Actual return on plan assets (1,583) Net amortization and deferrals (105) ------- Net periodic pension cost $ 1,019 ======= In addition, during 1998 SERI recorded net periodic cost of $ 452,587 related to Mobile's Hourly Union Plan, and provided pension payments to The United Steelworkers of America in the amount of $ 216,514 for union employees at State Line. Postretirement Benefits ----------------------- SERI also provides certain medical care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits when they retire. Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 106 requires that medical care and life insurance benefits for retired employees be accounted for on an accrual basis using a specified actuarial method, benefit/years-of-service. The funded status of the medical and life plans at December 31, 1998 was as follows (in thousands): 1998 -------------------- Medical Life --------- ------- Benefit obligation at beginning of year $ 1,916 $ 817 Service Cost 154 46 Interest Cost 143 61 Benefits Paid (36) 0 (Gain)/Loss 391 154 Amendments 1,097 271 ------- ------ Benefit obligation at end of year $ 3,665 $1,349 ======= ====== The discount, future compensation, and expected long-term return on assets rates used for the pensions described above were also used in measuring the postretirement benefit obligation. The weighted average medical care cost trend rate was 8.81 % for 1998, decreasing gradually to 5.50% through the year 2005 and remaining at that level thereafter. 13-C ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------- SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- - -INSTRUCTIONS: The space below is provided or important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ------------------------------------------------------------------------------- The components of the plans' net costs are shown below (in thousands): 1998 ---------------------- Medical Life ---------------------- Service Cost $154 $ 46 Interest Cost 143 61 Prior Service Cost (54) (21) (Gain)/Loss 37 12 ---- ---- Net postretirement costs $ 280 $ 98 ===== ==== Deferred Compensation Plans --------------------------- In 1993, SERI began to partially compensate certain senior management through a stock formula plan, which seeks to reward individuals for the performance of the investments of SERI and its affiliated companies over a period of four years, relative to the performance of SERI and Southern Company. Effective January 1, 1997 the Amended and Restated Deferred Incentive Compensation Plan and the Value Creation Plan were enacted. The purposes of the Southern Energy, Inc. Amended and Restated Deferred Incentive Compensation Plan is to provide a financial incentive which will focus the efforts of certain executives on areas which will have a direct and significant influence on the corporate performance of Southern Energy Resources, Inc. and to provide the potential for levels of compensation which will enhance the ability of the Company to attract, retain and motivate such executives. The Value Creation Plan grants Stock Appreciation Rights that grow as SERI's value grows, and can be exercised for the full appreciation amount after four years (when the SAR's are fully vested). The amount of the grant is based on market data for a given job, adjusted for Southern Energy's performance compared to net income and return on investment goals, as determined by Management Council and approved by the Southern Company Compensation Committee. Participants credited with an account balance at December 31, 1996 under the terms of the original deferred compensation plan have had such balances converted into awards under this new plan based on the dollar value of such account as of December 31, 1996 as determined under the terms of the original plan. Thereafter, the converted award shall continue to vest in accordance with their original terms under the original plan but shall be adjusted annually based on SERI Value alone. As the value of the award is not known until the vesting date, SERI accounts for this formula plan as a variable plan; as such, the Company regularly assesses the current value of the awards and adjusts its accrued liability accordingly. At December 31, 1998 the Company had accrued approximately $4,634,636 related to this plan, which are included in long-term liabilities in the accompanying consolidated balance sheets. In addition to the stock formula plan for senior officers, SERI partially compensates employees associated with a specific successful project bid effort through a deferred cash compensation program. Upon successful completion of a bid, members directly affiliated with the effort receive a cash bonus, half of the estimated final payment is paid immediately and half of the estimated final payment is deferred for a period of two years and paid based on the actual performance of the related investment. SERI accrues amounts at the time the award is granted and adjusts the liability accordingly when awards vest and are paid. At December 31, 1998 the Company had accrued approximately $2,743,317 related to this plan, which is included in other accrued liabilities in the accompanying consolidated balance sheets. SERI paid approximately $ 0 to employees under this plan during 1998 related to successful bids in 1998. 13-D ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ---------------------------------------------------------------------------- SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS - ---------------------------------------------------------------------------- INSTRUCTIONS: The space below is provided for important note regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ---------------------------------------------------------------------------- 3. OPERATING LEASES ---------------- SERI has entered into noncancelable operating leases for office space. The expenses under these leases were approximately $2,012,000 in 1998. These leases contain certain concessions and escalations; therefore, rent expense is recognized on a straight-line basis over the lease terms. The future rental obligations for the remaining lease terms are as follows (in thousands): 1999 $2,184 2000 2,062 2001 691 2002 638 2003 638 Thereafter 691 ------ Total minimum lease commitments $6,904 ====== 4. RELATED-PARTY TRANSACTIONS -------------------------- Additional Equity Contributions ------------------------------- Southern Energy, Inc. (formerly SEI Holdings) contributed approximately $74,260,000 and $83,788,000 in 1997 and 1998 respectively to paid-in capital. Construction Activities ----------------------- During 1994, SERI was engaged by an affiliated company to construct a coal-fired cogeneration facility and related greenhouse in King George County, Virginia, the construction of which was completed during 1997. The fixed contract price for the construction of these facilities is $292,040,000. Services ------- SERI has agreements with Southern Company Services, Inc. and each of the system operating companies under which those companies provide the following services to SERI at cost: general engineering, design engineering, accounting and statistical budgeting, business promotion and public relations, systems and procedures, training, and administrative and financial services. In addition to these services, certain facilities of the system companies are made available to SERI and its customers. SERI reimburses the service company and the various operating companies at cost for these services. Such costs in 1998 and 1997 amounted to approximately $ 20,868,703 and $ 31,417,464, respectively. 13-E ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------- SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any accounts thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ------------------------------------------------------------------------------- SERI has a contract with Mobile Energy, an affiliated entity to operate and maintain an energy complex in Mobile, Alabama for a period of 25 years at cost. SERI has a similar agreement with Birchwood Power Partners, L.P. ("BPP") to operate and maintain its 220 megawatt coal-fired cogeneration facility located in King George County, Virginia, for a period of 25 years for a fee of $120,000 per year, adjusted annually for inflation. 5. CONTINGENCIES ------------- Litigation With Former President ------------------------------- In October 1991, a former SERI president filed suit in the Superior Court of DeKalb County (Georgia) against Southern, SERI, and an executive vice president of Southern. The plaintiff alleged defamation, breach of contract, and intentional infliction of emotional distress arising from his termination as president of SERI. Judgment in favor of the plaintiff was awarded by the court during 1994 in the amount of $2,700,000, plus legal costs of approximately $2,000,000. In 1994, SERI filed an insurance claim for an amount equal to the total judgment. The Company's insurer has elected to appeal the Superior Court's judgment. In the opinion of management, any portion of the judgment ultimately deemed uninsurable will not have a material adverse impact on the results of operations or financial position of the Company. Labor Subject to Collective Bargaining Agreements ------------------------------------------------- Substantially all of the employees engaged in the operations and maintenance contract with Mobile Energy and at State Line Energy, L.L.C. are subject to collective bargaining agreements, none of which expired during 1998. Other Matters ------------ The Company is subject to other legal actions and claims arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse impact on the results of operations or financial position of the Company.
14 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------------------- SCHEDULE XV STATEMENT OF INCOME - ------------------------------------------------------------------------------------------- CURRENT PRIOR ACCOUNT D E S C R I P T I O YEAR YEAR - ------------------------------------------------------------------------------------------- INCOME 457 Charges rendered to associate companies 148,443 103,304 458 Services rendered to non-associate companies 14,383 58,760 421 Miscellaneous income or loss 212 776 ------- ------- Total Income 163,040 162,840 ------- ------- EXPENSES 920 Salaries and wages 37,659 38,751 921 Office supplies/expense, Travel, & Auto 12,947 14,797 922 Administrative expense transferred - credit (7) 37 923 Outside services employed 112,909 76,719 924 Property insurance 1,711 666 925 Injuries and damages 49 237 926 Employee pensions and benefits 21,019 28,175 928 Disposition of intellectual property - - 930.1 General advertising expense 84 208 930.2 Miscellaneous general expenses 1,794 1,320 931 Rents 3,798 2,692 932 Maintenance of structures and equipment 69 1,695 403 Depreciation and amortization expense 1,584 1,295 408 Taxes other than income taxes 4,489 4,075 409 Income taxes (9,730) (7,235) 410 Provision for deferred income taxes 1,605 14,107 411 Provision for deferred income taxes - credit (4,386) (9,875) 411.5 Investment tax credit - - Foreign taxes - 186 426.1 Donations 167 150 426.5 Other deductions - - 427 Interest on long-term debt - 779 430 Interest on debt to associate companies - - 431 Other interest expense 154 - ------- -------- Total Expense 185,915 168,779 ------- -------- Net Income or (Loss) (22,875) (5,939) ------- -------- INSTRUCTION: Provide a schedule briefly describing types of intercompany transactions. TRANSACTIONS WITH ASSOCIATE COMPANIES - ------------------------------------ SERI has agreements with Southern Company Services, Inc. and each of the system operating companies under which those companies provide the following services to SERI at cost: general engineering, design engineering, accounting and statistical, rates, budgeting, business promotion and public relations, systems and procedures, training, administrative, and financial services. In addition to these services, certain facilities of the system companies are made available to SERI and its customers. The service company and operating companies provide technical direction and management of the services provided to SERI and its customers. SERI reimburses the service company and operating companies at cost for these services.
15 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------- ANALYSIS OF BILLINGS CHARGES TO ASSOCIATE COMPANIES ACCOUNT 457 - ------------------------------------------------------------------------------- TOTAL NAME OF ASSOCIATE COMPANY AMOUNT BILLED - ------------------------------------------------------------------------------- Allied Queensland Coalfield Limited 219 Bewag 45 Birchwood Power Partners 3,763 CEMIG 3,475 CEPA Construction 906 CEPA Operation 102 CEPA Operations (HK) 151 CEPA Operations Philppines Corp 505 CEPA Slipform 2,875 CEPA Tileman Power Systems Limited 42 CEPAL 15,936 CEPAO (PHIL) Corp 3 Edelnor S.A. 4,390 Hopewell Energy LTD 49 Hopewell Energy Philippines Corp 1 Hopewell Power Philippines 173 Mobile Energy Services 5,988 Mississippi Power Co. 1 New England 4,450 Philippines Power & Infrastruture Holdings 136 SE Clairton 13 SE Finance 99 SEB Holdings, Inc. 2,278 SEI Beteilgungs GMBH 735 SEI Birchwood 413 SEI Europe 561 SEI Germany BEWAG Inc. 2,646 SEI Holdings, Inc. 211 SEI Trinidad, Inc. 1,595 SEI World Wide Holdings Inc. 2,646 South Western Electricity PLC 6,789 Southern Company Energy Marketing. 5,600 Southern Company Services 143 Southern Energy Asia, Inc. 3,113 Southern Energy Finance 1,836 Southern Energy Holding Philippines 384 Southern Energyg International Inc. 1,056 Southern Energy Shajiao C Ltd 53 Southern Energy Newco2 Inc. 759 Southern Investment Holdings 2 Southern Investments UK PLC 104 State Line LLC 66,437 Sual Construction Corp. 859 Sual Slipform 1,957 Tarahan 4,290 Other 654 ------- TOTAL 148,443 16 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - --------------------------------------------------------------------------- ANALYSIS OF BILLING NON-ASSOCIATE COMPANIES ACCOUNT 458 - --------------------------------------------------------------------------- DESCRIPTION TOTAL COST EXCESS OR TOTAL AMOUNT DEFICIENCY BILLED ----------- ----------- ---------- ------------ Consulting & Engineering 3,922 2,635 6,557 Information Systems - - - Nuclear - - - Franchises & Other - - - Operations 84,211 (76,385) 7,826 Project Management - - - Construction - - - Pooled Inventory Management (PEICO) - - - Good Cents - - - TOTAL 88,133 (73,750) 14,383 INSTRUCTION: Provide a brief description of the sales and services rendered by category in accordance with your sales and service contracts and list the amounts applicable per category.
17 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ---------------------------------------------------------------------------------------------------------------------------------- SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION - --------------------------------------------------------------------------------------------------------------------------------- D E S C R I P T I O N O F I T E M S D E P A R T M E N T O R S E R V I C E F U N C T I O N TOTAL AMOUNT OVERHEAD SERI Operadora Asia & GmbH - ------------------------------------------------------------------------------------- ---------- -------------------------------- 920 SALARIES AND WAGES 37,659 37,639 - 19 921 OFFICE SUPPLIES/EXPENSES & TRAVEL 12,947 12,937 - 9 922 ADMIN EXP TRANSFERRED - CREDIT (7) (7) - - 923 OUTSIDE SERVICES EMPLOYED 112,909 112,269 555 85 924 PROPERTY INSURANCE 1,711 1,710 - 1 925 INJURIES AND DAMAGES 49 49 - - 926 EMPLOYEE PENSIONS AND BENEFITS 21,019 21,019 - - 928 DISPOSITION OF INTELLECTUAL PROP. - - - - 930.1 GENERAL ADVERTISING EXPENSE 84 84 - - 930.2 MISCELLANEOUS GENERAL EXPENSE 1,794 1,723 - 71 931 RENTS 3,798 3,425 - 374 932 MAINTENANCE OF STRUCTURES & EQUIP 69 69 - - 403 DEPRECIATION & AMORTIZATION EXP 1,584 1,568 - 16 408 TAXES OTHER THAN INCOME TAX 4,489 4,439 50 - 409 INCOME TAXES (9,730) (9,730) - - 410 PROVISION FOR DEFERRED INCOME TAX 1,605 1,605 - - 411 PROV DEFERRED INCOME TAX - CREDIT (4,386) (4,386) - - FOREIGN TAXES - - - - 411.5 INVESTMENT TAX CREDIT - - - - 426.1 DONATIONS 167 167 - - 426.5 OTHER DEDUCTIONS - - - - 427 INTEREST ON LONG TERM DEBT - - - - 430 INTEREST ON DEBT TO ASSOCIATE CO. - - - - 427 INTEREST EXPENSE DEFERRED 154 154 - - INSTRUCTION: Indicate each department or service function. 185,915 184,735 605 575 (See instruction 01-3 Gen'l Structure of Acc'ting Structure System: Uniform System Account. TOTAL EXPENSES
18 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31, 1998 - ------------------------------------------------------------------------------ SCHEDULES OF EXPENSE DISTRIBUTION BY DEPARTMENT OR FUNCTION - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ ACCOUNT NUMBER D E P A R T M E N T O R F U N C T I O N 921 922 923 924 925 926 928 930.1 930.2 931 932 403 408 409 410 411 411.5 426.1 426.5 427 430 431 19 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ------------------------------------------------------------------------------ DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920 - ------------------------------------------------------------------------------ SALARY NUMBER NAME OF DEPARTMENT OR SERVICE FUNCTION EXPENSE PERSONNEL -------------------------------------- ------- ---------- Indicate each department or service function. TOTAL AMOUNT END OF YEAR SOUTHERN ENERGY RESOURCES, INC. 37,659 582 TOTAL 37,659 582 20 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ------------------------------------------------------------------------------- DISPOSITION OF INTELLECTUAL PROPERTY ACCOUNT 928 - ------------------------------------------------------------------------------- INSTRUCTIONS: Provide a listing of the amount included in Account 928, "Disposition of Intellectual Property", classifying such expenses by associate company receiving compensation for Disposition of Intellectual Property. - ---------------------------------------------------------------------------- A S S O C I A T E C O M P A N Y AMOUNT - ---------------------------------------------------------------------------- Not Applicable TOTAL - - ------------------------------------------------------------------------------- 21 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ------------------------------------------------------------------------------ MISCELLANEOUS GENERAL EXPENSES ACCOUNT 930.2 - ------------------------------------------------------------------------------ INSTRUCTIONS: Provide a listing of the amount in Account 930.2, Miscellaneous General Expenses", classifying such expenses according to their nature. Payments and expenses permitted by Section 321 (b)(2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C.S. 441(b)(2) shall be separately classified. - ------------------------------------------------------------------------------ D E S C R I P T I O N AMOUNT - ------------------------------------------------------------------------------ Dues and Memberships 206 Miscellaneous General Expense for : 1,576 Storage of records Jan - Dec 97 Birchwood Construction Costs Inside move of Accounting and Construction Staff Misc. purchases from the Atlanta Novelty Company Annual license, certification & registration fees Bank & wire transfer fee Holiday Gala Expenses Kitchen/Bathroom Supplies Office cleaning Petty cash expense Miscellaneous Other Expenses Bad Debt Expense 12 TOTAL 1,794 - ------------------------------------------------------------------------------- 22 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ------------------------------------------------------------------------------ TAXES OTHER THAN INCOME TAXES ACCOUNT 408 - ------------------------------------------------------------------------------ INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U.S. Government taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts thereof. Provide a subtotal for each class of tax. - ------------------------------------------------------------------------------- K I N D O F T A X AMOUNT - ------------------------------------------------------------------------------- Other than U.S. Government: State Unemployment Real Estate and Personal Property 61 Other State and Local Taxes and Licenses 120 Sales Tax 5 Taxes Other Than Income Taxes 3 Chile Withholding Tax expense 1,098 Mexico Expatriate Social Security Tax - Employer - Australia Expatriate Income tax - Employer - Puerto Rico Income Tax - Employee Differential - Foreign Tax Expense 50 Use Tax - Expatriate Taxes 1,026 ----- Subtotal 2,362 ----- U. S. Government: FICA - Employers Portion 2,044 FUTA 31 SUTA 52 ----- Subtotal 2,126 ----- ----- TOTAL 4,489 -----
23 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - --------------------------------------------------------------------------------------- DONATIONS ACCOUNT 426.1 - --------------------------------------------------------------------------------------- - -INSTRUCTIONS: Provide a listing of the amount included in Account 426.1 "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items less than $3,000 may be shown in lieu of details. - --------------------------------------------------------------------------------------- NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT - --------------------------------------------------------------------------------------- 29 Items ( Less than $3,000 each) Employer Gift Matching Contributions 32 United Way of Metropolitan Atlanta Corporate Contribution 15 Boy Scouts of America Atlanta Area Council 10 Grand Bahamas Children' Center Corporate Contribution 3 Zoo Atlanta Table 1998 Beastly Feast Festival 4 Carter Center Corporate Contribution 6 Robert College of Istanbul Charitable Contribution 5 Southern Institute Sponsorship 4 Georgia Tech Athletic Association Alexander Tharpe Fund 5 Zoo Atlanta Corporate Contribution 5 Carter Center Corporate Contribution 6 American Academy in Berlin Corporate Contribution 60 Empty Stocking Fund Corporate Contribution 5 Birmingham Festival of Arts Association Corporate Contribution 3 --- TOTAL 167 ---
24 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ------------------------------------------------------------------------------ OTHER DEDUCTIONS ACCOUNT 426.5 - ------------------------------------------------------------------------------ INSTRUCTIONS: Provide a listing of the amount included in Account 426.5 "Other Deductions", classifying such expenses according to their nature. - ------------------------------------------------------------------------------ AMOUNT D E S C R I P T I O N NAME OF PAYEE BILLED - --------------------------------------------- -------------------------------- All deductions less than two hundred dollars. --------- TOTAL 25 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ----------------------------------------------------------------------------- SCHEDULE XVIII NOTES TO STATEMENT OF INCOME - ----------------------------------------------------------------------------- INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increase in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. - ----------------------------------------------------------------------------- 26 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. For the Year Ended December 31,1998 - ------------------------------------------------------------------------------- SCHEDULE XIX OUTSIDE SERVICES EMPLOYED 923 - ------------------------------------------------------------------------------- INSTRUCTION Provided below is a break down of outside services employed - ------------------------------------------------------------------------------- 1998 1997 ---- ---- Legal Fees 11,869 16,730 Accounting and Audit Fees 104 457 Alabama Power Company 109 283 Georgia Power Company 931 1,009 Gulf Power Company 8 53 Mississippi Power Company 11 98 Southern Company Services 15,716 10,413 Savannah Electric Company 63 13 Southern Development & Investment Group (162) 1,250 Other Outside Companies 1) 84,260 46,413 Joint Venture SEI/Daniel - - ------- ------- TOTAL 112,909 76,719 - ------------------------------------------------------------------------------- 1) Detail of Other Outside Companies for 1998 is as follows: ---- Consulting Meals 22 Engineering 316 Underwriter Fees Computer consulting 72 Temporary office services 1,677 Consulting (non financial) 18,985 Construction subcontractors 126 Other plant operations 5 Financial consulting 306 Subscriptions 62 Charges billed for audit & professional services 16 provide to various SERI projects Operations and Maintenance 1,066 Other Services 25 Eliminate intercompany expenses State Line Startup Charges London Business Development Costs Other Outside Co( agent fees, license renewals, etc.) 61,582 TOTAL 84,260 27 ANNUAL REPORT OF SOUTHERN ENERGY RESOURCES, INC. ORGANIZATION CHART OF SOUTHERN ENERGY RESOURCES, INC. Tom Boren/President and CEO Vance Booker/Vice President, Administration Marce Fuller/Executive Vice President & CEO, SoCo Energy Marketing Marks Towles/Director, Internal Auditing Raymond D. Hill/Executive Vice President and Chief Financial Officer Tommy Chisholm/Vice President and Corporate Secretary Bill Holden/Vice President and Treasurer J.R. Harris/Vice President, External Affairs Bill Maner, III/Vice President Rick Kuester/Managing Director & CEO, Consolidated Electric Power Asia James Ward/Vice President and Controller Richard Pershing/Executive Vice President, International Division Paul Bowers/President & CEO, South Western Electricity of Bristol (SWEB) Alan Harrelson/Vice President, Construction Ron Leggett/Vice President, Power Generation Rick Owen/Vice President, Operations & Development Caribbean Gale Klappa/Senior Vice President & President, North America Group Barney Rush/Vice President, SEI Europe, Inc. Anne Cleary/Vice President, North American Business Development Randy Harrison/CEO, Southern Energy California Henry Coolidge/CEO, Southern Energy New England Craig Lesser/CEO, Southern Energy New York David Rozier/Vice President, Mid-Continent David Gallaspy/Vice President ORGANIZATION CHART OF SEI OPERADORA DE ARGENTINA, S.A. J. William Holden, III/ President of the Board Ricardo Falabella/Vice President of the Board Mariano F. Grondona/Secretary of the Board ORGANIZATION CHART OF SEI BETEILIGUNGS GmbH Thomas G. Boren/Managing Director Barney Rush/Managing Director James A. Ward/Managing Director ORGANIZATION CHART OF SEI ASIA Thomas G. Boren/President Raymond D. Hill/Vice President & Chief Financial Officer James A. Ward/Treasurer Tommy Chisholm/Secretary & Assistant Treasurer Sam H. Dabbs, Jr./Assistant Secretary EX-99 3 SCS BY-LAWS Exhibit B-16 October 19, 1998 SOUTHERN COMPANY SERVICES, INC. BY-LAWS ARTICLE I LOCATION OF PRINCIPAL OFFICE OF THE CORPORATION Section 1. The principal office of the corporation shall be located at Birmingham, Jefferson County, Alabama; but the corporation may also have offices in other counties, cities, and towns in the State of Alabama and in such other places beyond the State of Alabama as the board of directors may from time to time appoint or the business of the corporation may require. ARTICLE II SHAREHOLDERS' MEETINGS PLACE OF MEETING Section 1. All meetings of the shareholders shall be held at the principal office of the corporation, except such meetings as the board of directors or the holders of not less than one-tenth of all shares entitled to vote thereat shall expressly determine shall be held elsewhere, in which case meetings may be held upon notice as hereinafter provided at such other places within or without the State of Alabama as may thus be fixed. ANNUAL MEETING Section 2. The annual meeting of the shareholders shall be held on the first Monday in the month of May in each year if not a legal holiday, and if a legal holiday then on the first subsequent day which is not a legal holiday, when the shareholders entitled to vote shall elect by ballot a board of directors to serve until the next annual meeting of shareholders, subject to the provisions of Section 2 of Article III hereof, and may transact such other business as may be brought before the meeting upon such notice as may be required by statute or by these by-laws; provided, however, that the holder of all the issued and outstanding capital stock of the corporation may fix another day for such annual meeting of shareholders in any particular year by delivering to the secretary of the corporation prior to the day for the holding of such meeting as hereinabove provided, a statement signed by such holder setting forth the date fixed by it pursuant hereto on which such annual meeting shall be held. SPECIAL MEETINGS Section 3. Special meetings of the shareholders may be called at any time by the chairman of the executive committee or by the chairman of the board or by a vice-chairman of the board or by the president or by the board of directors or by the executive committee or by the holders of not less than one-tenth of all the shares entitled to vote thereat. No business may be transacted at any such special meeting except that referred to in the notice, or in a supplemental notice also given in compliance with the provisions hereof, and except such business as may be germane or supplemental to that stated in such notice or notices. NOTICE OF MEETINGS Section 4. Written notice of the place, day and hour of holding all meetings shall, unless waived, be mailed or delivered personally to each shareholder entitled to vote, at least ten but not more than fifty days prior to the meeting, at his address as it appears on the stock transfer books of the corporation, unless by statute other or further notice is required, and in this event the required statutory notice shall be given; and, in the case of special meetings, or meetings required by statute to be held for any special purpose, or annual meetings at which special action is to be taken, the purpose thereof shall be stated in the notice. The president, the board of directors, or other office or persons calling the shareholders' meeting shall determine the actual date, time and manner of delivery of the prescribed notice. VOTING Section 5. At each meeting of the shareholders each holder of capital stock of record on the date of mailing of notice calling such meeting or upon such other record date not more than fifty days and not less than ten days prior to the date of the meeting as shall have been fixed by these by-laws or by resolution of the board of directors, shall be entitled to one vote for each share of capital stock standing in his name on the books of the corporation. Any shareholder may vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder or by his duly authorized attorney-in-fact. The proxy holder need not be a shareholder. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Upon the demand of any shareholder, the vote upon any question before the meeting shall be by ballot. All questions shall be decided by plurality vote, except as otherwise provided by law, by the certificate of incorporation or by these by-laws. QUORUM Section 6. The holders of a majority of all shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by law, by the certificate of incorporation, or by these by-laws. If, however, a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present or represented. At such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meting as originally notified. Every meeting of the shareholders may be adjourned from time to time until its business is completed, and except as provided herein or by applicable law, no notice need be given of such adjourned meeting. WAIVER OF NOTICE Section 7. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether given before or after the time stated therein, shall be equivalent to the giving of such notice. ACTION WITHOUT A SHAREHOLDERS' MEETING Section 8. Any action required or permitted to be taken at any annual or special meeting of the corporation's shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all shares entitled to vote with respect to the subject matter thereof. ARTICLE III DIRECTORS NUMBER AND TERM OF OFFICE Section 1. The property and business of the corporation shall be managed by its board of directors consisting of not less than three nor more than eleven directors, who shall have such stock ownership, if any, as may be necessary for qualification as such in accordance with the provisions of the laws of Alabama then applicable. The number of directors of the corporation may be increased or decreased from time to time by amendment of these by-laws in the manner provided by law; provided, however, that no decrease shall have the effect of shortening the term of any incumbent director. Section 2. The directors shall be elected at the annual meeting of the shareholders, and each director shall be elected to hold office until the next annual meeting of shareholders; provided that in the event of failure to hold such meeting or to hold such election at such meeting, such election may be held at any special meeting of the shareholders called for that purpose and the directors then in office shall continue in office until their successors shall have been duly elected and qualified. if the shareholders at such annual meeting or at any special meeting called for the election of directors shall not elect the full board of directors at such election, the directors elected may, subject to the provisions of Section 3 of this Article III, elect the remaining directors in the manner provided therein for the filling of vacancies. Any director of this corporation may resign at any time by giving written notice to the present or the secretary of the corporation. Such resignation shall take effect at the time specified therein; and, unless otherwise provided therein, the acceptance of such resignation shall not be necessary to make it effective. VACANCIES Section 3. In case of any vacancies in the board of directors through any cause other than from an increase in the number of directors, the remaining directors, even though less than a quorum, by a majority vote thereof, may elect a successor or successors, and the director or directors so elected shall hold office for the unexpired term in respect of which such vacancy occurred. COMPENSATION Section 4. Directors, as such, shall not receive any stated salary for such services, but may be repaid traveling and subsistence expenses if any, incurred in attending any meeting, and if not paid regular compensation by an affiliated company may receive a fee to be fixed by the board from time to time for attendance at each regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. REMOVAL Section 5. Any director of this corporation may be removed by the affirmative vote or written direction, approval, or consent of the holders of all the issued and outstanding capital stock of the corporation. ARTICLE IV BOARD OF DIRECTORS MEETINGS OF THE BOARD OF DIRECTORS Section 1. The directors may hold their meetings and have one or more offices, and may keep the books of the corporation within or without the State of Alabama at such place or places as they may from time to time determine, except such books and records as are required by law to be kept in the State of Alabama. REGULAR MEETINGS Section 2. Regular meetings of the board may be held without notice at such time and place as may from time to time be determined by the board. SPECIAL MEETINGS Section 3. Special meetings of the board shall be held whenever called by direction of the chairman of the executive committee or of the chairman of the board or of a vice-chairman of the board or of the president or of one-third of the directors for the time being in office. The secretary shall give notice of special meetings either (a) by mailing at least two days before the meeting, or (b) by delivery or personal communication, either over the telephone or otherwise, one day before the meeting, to each director. TELEPHONIC MEETINGS Section 4. Members of the board of directors or of any committee designated thereby may participate in any meeting of the board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. QUORUM Section 5. At all meetings of the board one-third of the total number of directors, but not less than two directors, shall be necessary to constitute a quorum for the transaction of business and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation or by these by-laws. If at any meeting of the board there shall be less than a quorum present a majority of those directors present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at such meeting which shall be so adjourned. GENERAL POWERS Section 6. In addition to the powers and authority by these by-laws expressly conferred on them, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation of the corporation or by these by-laws directed or required by be exercised or done by the shareholders. SPECIAL POWERS Section 7. Without prejudice to the general powers conferred by preceding Section 6, the board of directors shall in addition thereto have the following special powers: (a) From time to time to make and change rules and regulations, not inconsistent with these by-laws for the management of the property and business of the corporation; (b) To purchase or otherwise acquire for the corporation any property, rights, or privileges which the corporation is authorized to acquire, at such prices or consideration and generally on such terms and conditions as they think fit; and at their discretion to pay for the same either wholly or partly in money, stock, or other securities or property of the corporation; (c) To sell, exchange, or otherwise dispose of any property of the corporation less than all, for such price or consideration, and generally on such terms and conditions as they think fit; and at their discretion to accept in whole in partial payment therefor, money, stock, or other securities or properties; provided, however, that a sale, lease, mortgage, pledge, exchange, or other disposition of all or substantially all of the property and assets, with or without the good will of the corporation, not made in the usual and regular course of business shall be upon such terms and conditions and for such consideration as may be authorized in the manner prescribed by applicable law, as the same may be amended or altered from time to time; (d) To appoint and at their discretion to remove or suspend such subordinate officers, agents or employees, permanently or temporarily, as they think fit and to determine their duties and fix and from time to time change their salaries or employments, and to require bonds in such instances and in such amounts and with such sureties as they think fit; (e) To appoint any person or corporation to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested, or for any other purpose, and to execute all such deeds and instruments and perform such acts as may be requisite in relation to any such trust; (f) To determine who shall be authorized on behalf of the corporation so sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents; (g) To authorize the execution and delivery of notes and other evidences of indebtedness of the corporation for money borrowed or other indebtedness incurred by the corporation; and to authorize the execution, certification, delivery, and sale of the mortgage bonds of the corporation, from time to time upon such terms and conditions as the board may approve; (h) To delegate any of the powers of the board in the course of the current business of the corporation, to any standing or special committee or to appoint any person to be the agent of the corporation with such powers and upon such terms as they think fit. RECORD OF PROCEEDINGS Section 8. The board of directors shall cause a record of their proceedings and all directors' meetings to be properly kept by the secretary of the corporation, or by a secretary pro tempore. The records shall be verified by the signature of the person acting as secretary. BOOKS OF ACCOUNT Section 9. The board of directors shall cause regular and correct books of account to be kept. VOTING Section 10. No member of the board shall bote on a question in which he is interested otherwise than as shareholder, except in the election of the president or other office or employee, or be present at the meeting while the same is being considered, if requested by the chairman of the meeting or the majority of those present to retire; no action, however, shall be taken on the question unless after such retirement there be left a quorum in the meeting. ARTICLE V EXECUTIVE AND OTHER COMMITTEES EXECUTIVE COMMITTEE Section 1. The board of directors may, and upon request by the holder of the outstanding shares of the capital stock of the corporation (herein sometimes referred to as the Shareholder) shall, by resolution passed by a majority of the whole board in office designate not less than two of the directors, including the chairman of the executive committee, to constitute an executive committee, to hold office from their designation until the first meeting of the board of directors following the next annual meeting of shareholders. A majority of the members of the committee shall constitute a quorum and the committee may establish rules of procedure for the conduct of its business. The chairman of the executive committee shall act as chairman. During the intervals between meetings of the board, the executive committee shall have and may exercise all the powers of the board of directors in the management of the property and the business of the corporation, and shall have power to authorize the seal of the corporation to be affixed to all instruments that may require it; and the specific authority in the by-laws for the executive committee to exercise a particular power shall not be construed as a limitation upon the authority of the committee to exercise the powers of the board in all other instances; but the board of directors may from time to time limit the exercise of such powers by the committee. Vacancies in the membership of the committee shall be filled by the board of directors; but the chairman of the executive committee may fill such vacancies pending the action of the board of directors. AUDIT COMMITTEE Section 2. The board of directors may, by resolution adopted by a majority of the whole board in office, designate no fewer than three directors to constitute an audit committee. A majority of the members of the audit committee shall constitute a quorum. The board of directors shall appoint the chairman of the audit committee. The audit committee shall assist the directors in fulfilling their responsibilities for financial reporting, improving and maintaining financial controls, and periodically review the work of the corporation's external and internal auditors, including, but not limited to, the following activities: (a) Recommend annually the selection of independent auditors; (b) Review the scope, timing, and fee of the independent annual audit; (c) Review the results of the independent annual audit, any changes in accounting principles and practices, any significant proposed adjustments, and any unresolved disagreements with management concerning accounting matters; (d) Review the adequacy of the corporation's system of internal controls; (e) Ascertain that the independent auditors' and internal auditors' recommendations to management have been adequately considered and properly implemented; (f) Review and approve the scope of the corporation's annual internal audit plan, as well as the results of the internal audit function; and (g) Review procedures designed to identify any interests of officers or employees which conflict with the interests of the corporation. OTHER STANDING COMMITTEES Section 3. The board of directors may also, by resolution or resolutions adopted by a majority of the whole board in office, designate one or more other standing committees as it deems necessary and desirable. Each such committee shall consist of at least two directors of the corporation and shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation to the extent provided in such resolution or resolutions and these by-laws. The board of directors shall designate the name of and appoint the chairman of each such committee. A majority of the members of each such committee shall constitute a quorum. ELECTION OF COMMITTEE MEMBERS Section 4. The members of the executive committee, the audit committee, and the other standing committees shall be elected at the first meeting of the board of directors following the annual meeting of shareholders or as soon thereafter as is practicable. The members of all such committees shall hold office until the meeting of the board of directors following the next annual meeting of shareholders and until their respective successors are elected. The board of directors shall have the power to fill vacancies in, to change the membership of, and to dissolve any such committee. MEETINGS AND MINUTES Section 5. The executive committee and the other committees shall meet at such time and place as their respective chairman may appoint. Notice of each meeting of the executive committee and the other committees may be given by telephone, telex or telecopy or in writing specifying the place, day, and hour thereof. If given in writing, such notice may be served personally at least one hour before such meeting or as otherwise provided in these by-laws. The executive committee and each of the other standing committees shall maintain regular minutes of their respective proceedings. All actions taken by the executive committee, the audit committee or any of the other standing committees shall be reported to the board of directors at its next succeeding meeting and shall be subject to amendment, revision or alteration by the board of directors; provided, however, that the rights or acts of third parties shall not be affected by such amendment, revision or alteration. The members of all committees shall be entitled to such fees and expenses as may be fixed by the board of directors. ARTICLE VI OFFICERS Section 1. At the first meeting of the board of directors following the election of such board by the shareholders, the board of directors shall elect a president, a secretary, and a treasurer. The board of directors at such meeting or at any other meeting may, and upon request of the Shareholder shall, elect either a chairman of the board or a chairman of the executive committee, or both, and may also elect one or more vice-chairmen of the board, one or more vice presidents, one or more assistant vice-presidents, a comptroller and one or more assistant comptrollers, assistant secretaries and assistant treasurers. Any two or more office may be filled by the same person. The chairman of the executive committee, the chairman of the board, the vice-chairman or vice-chairmen of the board and the president shall be chosen from among the directors but the other offices need not be directors. Section 2. The board of directors may appoint such other subordinate officers and agents as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board of directors or the executive committee or the chairman of the executive committee or the chairman of the board or the president. TERM OF OFFICE Section 3. The officers of the corporation shall hold office from their election, or such subsequent date as may be fixed by the board of directors, until the first meeting of a board of directors following its election by shareholders; provided, however, that in the event of failure to hold an election of officers at such meeting of the board of directors, such election may be held at any regular meeting or any special meeting of the directors called for that purpose and the officers then in office shall continue in office until such election shall have thus been held. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote or written direction, approval or consent of the holders of all the issued and outstanding capital stock of the corporation. All officers, agents and employees other than officers appointed by the board shall hold office at the discretion of the officer appointing them or any senior officer, but shall be subject to the removal by the board of directors, or the executive committee at any time. DUTIES OF OFFICERS MAY BE DELEGATED Section 4. In case of the absence or inability to act of any officer of the corporation and of any officer herein authorized to act in his place, the board of directors or the executive committee or the chairman of the executive committee or the chairman of the board or the president may delegate, from time to time, the powers or duties, or any of them, of such officer to any other officer, or to any director, or other person whom he may select. CHAIRMAN OF THE EXECUTIVE COMMITTEE Section 5. The chairman of the executive committee shall be in charge of the formation of the general policies of the corporation. He shall preside at all meetings of shareholders and of the executive committee at which he is present, and shall have and may exercise all powers and duties specified herein or incident to the position of chairman of the executive committee and such other powers and duties as may be assigned to him from time to time by the board of directors or by the executive committee. During any period for which a chairman of the executive committee has not been elected by the board of directors pursuant to Article VII, the powers and duties of the chairman of the executive committee specified herein shall, subject to the board of directors and the executive committee devolve upon and be exercised by the chairman of the board. CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD Section 6. The chairman of the board shall preside at all meetings of the board and shall have and may exercise such other powers and duties as may be specified herein and as may be assigned to him from time to time by the chairman of the executive committee or by the board of directors or by the executive committee. A vice-chairman of the board shall have and may exercise such powers and duties as may be assigned to him from time to time by the chairman of the board or by the chairman of the executive committee or by the board of directors or by the executive committee. PRESIDENT Section 7. The president, subject to the board of directors, the chairman of the board, the executive committee, and the chairman of the executive committee shall be the chief executive officer of the corporation and shall have supervision and charge of the conduct of the affairs of the corporation and shall have and may exercise all other powers and duties incident to the position of president and such other powers and duties as may be assigned to him from time to time by the chairman of the executive committee or by the chairman of the board or by the board of directors or by the executive committee. In the absence or inability to act of the chairman of the board, the president shall have and may exercise the powers and duties of the chairman of the board; subject, however, to the chairman of the executive committee, the board of directors and the executive committee. VICE-PRESIDENT Section 8. A vice-president (any one or more of whom may be designated by a supplementary title at the option of the board of directors) shall perform such of the duties of the president as may be assigned to him from time to time by the board of directors, by the executive committee, by the chairman of the executive committee, by the chairman of the board, by a vice-chairman of the board or by the president. In the absence or inability of the president to act, other than as a consequence of a catastrophe wrought by war affecting the facilities or personnel of the corporation, such vice-president as shall have been designated by the board of directors for the purpose, or in the event of the failure of the board of directors so to designate, then the highest-salaried vice-president who is available, shall have and possess all of the powers and discharge all of the duties of the president, subject, however, to the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, and the vice-chairman or vice-chairmen of the board. In the absence or inability of the president to act as the result of a catastrophe wrought by war affecting the facilities or personnel of the corporation, the powers and duties of the president shall, subject to the control of the board of directors, devolve successively upon such other persons as shall have been designated in a resolution adopted by the board of directors, and in accordance with the order of succession set forth therein. COMPTROLLER Section 9. It shall be the duty of the comptroller to maintain adequate records of all assets, liabilities, and accounting transactions of the corporation; he shall have charge of the installation and supervision of all accounting and statistical records, the preparation of all financial and statistical statements and reports, and the supervision of the accounting methods, systems and forms in use by all departments and shall perform such other duties as may be assigned to him from time to time by the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, a vice-chairman of the board, the president, or a vice-president. SECRETARY Section 10. The secretary shall, unless otherwise directed, attend all sessions of the board and all meetings of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for standing committees when required. He shall give or cause to be given notice of all meetings of the shareholders and of the board of directors, and of standing committees when required, and shall perform the duties usually incident to the office of secretary and such other duties as may be prescribed by the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, a vice-chairman of the board or the president, under whose supervision he shall act. He shall keep the stock ledger of the corporation at the office of the corporation in the city of Birmingham, Alabama, or at such other place as the board of directors may from time to time determine. He shall keep the seal of the corporation in safe custody,and when authorized, affix the same to any instrument requiring a seal and attest the signature thereof when directed or required to do so. TREASURER Section 11. It shall be the duty of the treasurer to have the care and custody of all the funds and securities of the corporation. He shall be accountable for the receipts and disbursements of the funds of the corporation. He shall endorse checks, drafts, and other instruments for the payment of money for deposit or collection when necessary or proper and shall deposit the same to the credit of the corporation in such depositaries as the board of directors may designate; he shall perform all acts incident to the position of treasurer, and such other duties as may be assigned to him from time to time by the board of directors, the executive committee, the chairman of the executive committee, the chairman of the board, a vice-chairman of the board, the president, or a vice-president. He shall, when requested, pursuant to vote of the board of directors, give a bond to the corporation conditioned for the faithful performance of his duties, the expense of which shall be borne by the corporations. ASSISTANT VICE-PRESIDENTS, ASSISTANT COMPTROLLERS, ASSISTANT SECRETARIES, AND ASSISTANT TREASURERS Section 12. The assistant vice-presidents, assistant comptrollers, assistant secretaries, and assistant treasurers shall perform any of or all of the duties of the vice-president, comptroller, secretary, or treasurer, as the case may be, and such other duties as may be assigned to them from time to time. ARTICLE VII VACANCIES Section 1. If the office of any officer or agent elected or appointed by the board of directors becomes vacant for any reason, his successor, who shall hold office for the unexpired term in respect of which such vacancy occurred, may be elected by the board of directors or the executive committee; but the chairman of the executive committee, the chairman of the board, a vice-chairman of the board, or the president may fill any such vacancy pending such action by the board of directors or the executive committee. ARTICLE VIII CERTIFICATES AND TRANSFERS OF STOCK CERTIFICATES OF STOCK Section 1. The certificates of stock of the corporation shall be numbered and shall be entered on the stock certificate books of the corporation as they are issued. They shall exhibit the holder's name and certify the number and class of shares of stock owned by him in the corporation, and shall be signed by the chairman of the board or a vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary and shall bear the corporate seal which may be imprinted thereon. No certificate shall be issued unless the stock represented thereby is fully paid up. ISSUANCE OF STOCK Section 2. Stock of the corporation, of any class, may be issued by the board of directors of the corporation from time to time for such consideration as may be fixed from time to time by the board of directors up to the total number of such shares of stock of the corporation at the time authorized and unissued; provided, however, that shares having a par value shall not be issued for a consideration less than the par value thereof. TRANSFER OF STOCK Section 3. The transfer of all classes of stock shall be made and registered only by the person named in the certificate or by attorney lawfully constituted in writing, upon surrender of such certificate; and the corporation may keep in the hands of an agent or other person designated for that purpose a true statement or book showing who are the holders of the stock of the corporation and all transfers and hypothecations thereof; and the corporation may by its board of directors designate one or more transfer agents and registrars for its stock, who shall perform such duties in connection with the record of the transfer and hypothecation thereof as may be required. REGISTERED SHAREHOLDERS Section 4. The corporation shall be entitled to treat each holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Alabama. No transfer of stock shall be valid as against the corporation or its shareholders for any purpose until it shall have been entered in the stock book as required by these by-laws, by an entry showing from and to whom transferred. ARTICLE IX INSPECTION OF BOOKS Section 1. The board of directors shall determine from time to time whether and if allowed when and under what conditions and regulations the accounts and books of the corporation (except such as may be by statute specifically open to inspection) or any of them shall be open to the inspection of the shareholders or other persons interested therein, and the rights of shareholders and others in this respect are and shall be restricted and limited accordingly. Section 2. The property and funds, books, correspondence and papers of the corporation in the possession or control of any officer or agent thereof, shall at times be subject to the inspection of the board of directors, the executive committee or a committee appointed for the purpose at a general meeting of the holders of the common stock. The minutes, including the resolutions and proceedings of the board, shall be produced when required by a majority of the shareholders at any meeting of shareholders. ARTICLE X SEAL Section 1. The seal of the corporation shall be circular in form and shall have inscribed thereon the name of the corporation and the year of its incorporation, followed by the word "Alabama", and shall have the word "Seal" inscribed in the center thereof. ARTICLE XI FISCAL YEAR Section 1. The fiscal year shall begin with the first day of January in each year, or such other date as may be hereafter approved by the board of directors of the corporation. ARTICLE XII NOTICES NOTICE BY MAIL Section 1. Whenever under the provisions of these by-laws notice is required to be given to any shareholder, officer, or director, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, or to the officer or director at his address on the corporation's records, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be thus mailed. WAIVER Section 2. Whenever any notice is required to be given to any shareholder or director under the provisions of the Constitution of Alabama, or statute, or the certificate of incorporation, or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. UNANIMOUS CONSENT TO ACTION Section 3. Any action which by statute, or the certificate of incorporation, or by-laws of the corporation may be taken by vote at a meeting of the shareholders may be taken without a meeting if a consent and approval in writing, setting forth the action so taken, shall be signed by the holders of all of the issued and outstanding capital stock of the corporation entitled to vote with respect to the subject matter thereof. ARTICLE XIII AMENDMENTS Section 1. The by-laws of the corporation may be altered, amended or repealed by new by-laws adopted at any duly convened meeting of the board of directors, by the vote of a majority of the entire board then in office, except as to any by-law defining a quorum, at shareholders' meetings. Any by-law of the corporation may be altered, amended or repealed at any duly convened meeting of the shareholders by the vote of the holders of the majority of the stock issued and outstanding and entitled to vote at such meeting, in accordance with the provisions of the laws of Alabama, the certificate of incorporation, or other certificate filed pursuant to law, and these by-laws. ARTICLE XIV INDEMNIFICATION AND RELATED MATTERS Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of department managers (but not positions below the level of department managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this Section shall inure to the benefit of the heirs, executors and administrators of such person. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under this Section or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under this Section or otherwise. Without limiting the generality of the foregoing provisions of this Section, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. ARTICLE XV SEVERABILITY AND RULES OF CONSTRUCTION Section 1. If any word, clause or provision of the by-laws or any indemnification made under Article XIV hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. EX-99 4 CERT. OF AMENDMENT Exhibit B-22 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY, INC. Southern Energy, Inc., a company organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies: FIRST: The name of the Corporation is hereby changed from Southern Energy, Inc. to Southern Energy Resources, Inc., and to effect such change, the heading and Section One of the Certificate of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read Southern Energy Resources, Inc. in lieu of Southern Energy, Inc. Such change shall be effective as of January 2, 1998. SECOND: The sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned, duly authorized officer, has hereunto set his hand as of the 30th day of December, 1997. BY: ITS: Vice President Vance N. Booker EX-99 5 BY-LAWS OF SOUTHERN ENERGY RESOURCES Exhibit B-23 Amended October 19, 1998 BY-LAWS OF SOUTHERN ENERGY RESOURCES, INC. ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the city of Atlanta, State of Georgia, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held on the second Tuesday of May if not a legal holiday, and if a legal holiday, then on the secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman, the chairman of the executive committee, or by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the certificate of incorporation. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than three nor more than fifteen. The first board shall consist of seven directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the chairman, the chairman of the executive committee, or president on two days' notice to each director, if by mail, or one day's notice if given by telegram or personal communication by telephone or otherwise; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of one-third of the directors, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. The board of directors may, and upon request by the holder of the outstanding shares of the capital stock of the corporation shall, by resolution passed by a majority of the whole board in office designate at least two directors, including the chairman of the executive committee, to constitute an executive committee, to hold office from their designation until the first meeting of the board of directors following the next annual meeting of shareholders. The committee may establish rules of procedure for the conduct of its business, and the chairman of the executive committee shall act as chairman. During the intervals between meetings of the board, the executive committee shall have and may exercise all the powers of the board of directors in the management of the property and the business of the corporation (except those powers prohibited committees of the board as designated in Section 11. of this Article), and shall have power to authorize the seal of the corporation to be affixed to all instruments that may require it; and the specific authority in the by-laws for the executive committee to exercise a particular power shall not be construed as a limitation upon the authority of the committee to exercise the powers of the board in all other instances; but the board of directors may from time to time limit the exercise of such powers by the committee. Vacancies in the membership of the committee shall be filled by the board of directors; but the chairman of the executive committee may fill such vacancies pending the action of the board of directors. Section 13. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 15. Unless otherwise restricted by the certificate of incorporation or by-law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president and a secretary. The board of directors may also choose a chairman, a chairman of the executive committee, and one or more vice-presidents and assistant secretaries. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. The chairman and the chairman of the executive committee shall be chosen from among the directors but the other officers need not be directors. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose the officers. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. CHAIRMAN OF THE EXECUTIVE COMMITTEE Section 5. The chairman of the executive committee shall be in charge of the formation of the general policies of the corporation, shall, in the absence of a chairman preside at all meetings of shareholders, shall preside at all meetings of the executive committee, and shall have and may exercise all powers and duties specified herein or incident to the position of chairman of the executive committee and such other powers and duties as may be assigned to him from time to time by the board of directors or by the executive committee. During any period for which a chairman of the executive committee has not been elected by the board of directors the powers and duties of the chairman of the executive committee specified herein shall, subject to the board of directors and the executive committee, devolve upon and be exercised by the president. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall, in the absence of a chairman or a chairman of the executive committee, preside at all meetings of the stockholders and in the absence of a chairman preside at all meetings of the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE CHAIRMAN Section 8. The chairman shall preside at all meetings of the stockholders and the board of directors and shall have such other duties and responsibilities as may from time to time be assigned to him by the board of directors. THE VICE-PRESIDENTS Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 11. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATE OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation, by the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. INDEMNIFICATION AND RELATED MATTERS Section 7. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 8. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 9. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 10. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 11. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 12. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. EX-99 6 BY-LAWS OF ENERGY SOLUTIONS Exhibit B-27 Amended February 17, 1998 AMENDED AND RESTATED BY-LAWS OF SOUTHERN COMPANY ENERGY SOLUTIONS, INC. ARTICLE ONE Offices 1.1 Registered Office and Agent. The Corporation shall maintain a registered office and shall have a registered agent whose business office is identical with such registered office. 1.2 Other Offices. The Corporation may have offices at such place or places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable. ARTICLE TWO Shareholders' Meetings 2.1. Place of Meetings. Meetings of the shareholders may be held on the call of the President at any place within or without the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the Corporation. 2.2. Annual Meetings. The annual meeting of shareholders shall be held on such date within 120 days following the close of the Corporation's fiscal year as shall be designated by the Board of Directors for the purpose of electing directors and transacting any and all business that may properly come before the meeting. At the annual meetings of the shareholders, the order of business shall be as determined by the Chairman of the meeting. 2.3 Substitute Annual Meeting. In the event that such annual meeting is not held on the day designated pursuant to Section 2.2, the Board of Directors shall cause a meeting in lieu thereof to be held as soon as conveniently may be thereafter, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for special shareholders' meetings. 2.4 Special Meetings. Special meetings of the shareholders shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of said meetings upon call of the Board of Directors or of the Chairman of the Board of Directors or of the President, or of the Secretary or at the request in writing of two or more directors or of shareholders owning at least twenty-five percent (25%) of the issued and outstanding capital stock of the Corporation entitled to vote thereat. 2.5 Notice of Meetings. Unless waived as contemplated in Section 5.2 or by attendance at the meeting, either in person or by proxy, for any purpose other than to state, at the beginning of the meeting, an objection or objections to the transaction of business, a written or printed notice of each shareholders' meeting stating the place, day and hour of the meeting shall be delivered not less than ten (10) days nor more than sixty (60) days before the date thereof except as may otherwise be required by law, either personally or by mail, by or at the direction of the President or Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting unless the purpose or purposes constitute a matter which the Georgia Business Corporation Code (the "Code") requires to be stated in the notice of the meeting. In the case of a special meeting, the notice of meeting shall state the purpose or purposes for which the meeting is called. When a meeting is adjourned to another time or place, unless after the adjournment the Board fixes a new record date for the adjourned meeting as may be required pursuant to Section 2.9, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and if at the adjourned meeting business which might have been transacted on the original date of the meeting is transacted. 2.6 Quorum. At all meetings of the shareholders, the presence, in person or by proxy, of the holders of more than one-half of the shares outstanding and entitled to vote shall constitute a quorum. The shareholders at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is not present to organize a meeting, the meeting may be adjourned pursuant to Section 2.9. 2.7 Voting of Shares. Except as may otherwise be provided by the Articles of Incorporation or by agreement of the shareholders pursuant to Section 2.12 hereof, each outstanding share having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Voting on all matters shall be by voice vote or by show of hands unless any qualified voter, prior to the voting on any matter, demands vote by ballot, in which case each ballot shall state the name of the shareholder voting and the number of shares voted by him, and if such ballot be cast by proxy, it shall also state the name of such proxy. Cumulative voting shall not be permitted. If a quorum is present, a majority of the shares outstanding and entitled to vote which are represented at any meeting shall determine any matter coming before the meeting unless a different vote is required by statute, by the Articles of Incorporation or by these by-laws. 2.8 Proxies. A shareholder entitled to vote pursuant to Section 2.7 may vote in person or by proxy executed in writing by the shareholder or by his attorney-in-fact. A proxy shall not be valid after eleven (11) months from the date of its execution, unless a longer period is expressly stated therein. If the validity of any proxy is questioned it must be submitted to the Secretary of the shareholders' meeting for examination or to a proxy officer or committee appointed by the person presiding at the meeting. The Secretary of the meeting or, if appointed, the proxy officer or committee, shall determine the validity or invalidity of any proxy submitted, and reference by the Secretary in the minutes of the meeting to the regularity of a proxy shall be received as prima facie evidence of the facts stated for the purpose of establishing the presence of a quorum at such meeting and for all other purposes. 2.9 Adjournments. Any meeting of the shareholders, whether or not a quorum is present, may be adjourned by the holders of a majority of the voting shares represented at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned, except that if the meeting is adjourned to a date more than one hundred twenty (120) days after the date of the original meeting, the Board of Directors must fix a new record date and provide notice of the adjourned meeting to persons who are shareholders of the Corporation on the new record date. At any such reconvened meeting at which a quorum is represented or present, any business may be transacted which could have been transacted at the meeting which was adjourned. 2.10 Action of Shareholders Without a Meeting. Subject to such further conditions as may be required by law, any action which may be taken at a meeting of the shareholders may be taken without a meeting if a written approval and consent, setting forth the action authorized, shall be signed by each of the shareholders entitled to vote on the date on which the last such shareholder signs such approval and consent and upon the filing of such approval and consent with the officer of the Corporation having custody of its books and records. Such approval and consent so filed shall have the same effect as a unanimous vote of the shareholders at a special meeting called for the purpose of considering the action authorized. 2.11 List of Shareholders. A complete list of the shareholders entitled to vote at an ensuing meeting of shareholders arranged in alphabetical order with the address of, and the number and class and series, if any, of voting shares held by each shall be prepared by the Secretary, or other officer of the Corporation having charge of the stock ledger, and shall be produced and kept open at the time and place of the meeting and during the whole time of said meeting shall be open to the examination of any shareholder. If the requirements of this section have not been substantially complied with, the meeting shall, on the reasonable demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action take at such meeting. 2.12 Shareholders' Agreements. In addition to those shareholders' agreements authorized by Official Code of Ga. Ann. Section 14-2-731 the holders of all the outstanding and issued stock of the Corporation may enter into an agreement or agreements among themselves, and the Corporation also, if so elected, concerning the rights and privileges of respective classes of stock (including but not limited to voting rights) and the transferability of the stock of the Corporation, and such agreement, where not otherwise contrary to law, shall be effective to establish the conditions of and methods of transferability of the stock of the Corporation to the extent attempted by said agreement. ARTICLE THREE The Board of Directors 3.1 General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these by-laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by any legal agreement among shareholders, by the Articles of Incorporation or by these by-laws directed or required to be exercised or done by the shareholders. 3.2 Number, Election and Term of Office. In accordance with these by-laws or the Articles of Incorporation, the number of directors of the Corporation shall be fixed by resolution of the shareholders from time to time, or, if so authorized in the Articles of Incorporation, by the Board of Directors. The number of directors may be changed from time to time by the shareholders, or, if so authorized in the Articles of Incorporation, by the Board of Directors. Except as provided in Section 3.4, the directors shall be elected by the affirmative vote of a majority of the shares represented at the annual meeting. Each director, except in case of death, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. 3.3 Removal. Any director may be removed from office with or without cause by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Removal action may be taken at any shareholders' meeting with respect to which notice of such purpose has been given, and a removed director's successor may be elected at the same meeting to serve the unexpired term. 3.4 Vacancies. A vacancy occurring in the Board of Directors, except by reason of removal of a director, may be filled for the unexpired term, and until the shareholders shall have elected a successor, by affirmative vote of a majority of the directors remaining in office though less than a quorum of the Board of Directors. 3.5 Compensation. Directors may receive such compensation for their services as directors as may from time to time be fixed by vote of the Board of Directors or the shareholders. A director may also serve the Corporation in a capacity other than that of director and receive compensation, as determined by the Board of Directors, for services rendered in that other capacity. 3.6 Executive and other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate an executive committee and one or more other committees, each consisting of two or more directors, each of which committees may act by a majority of its members. Such executive committee shall have and may exercise all the powers of the Board of Directors specified in these by-laws and otherwise existing in the management of the business and affairs of the Corporation when the Board is not meeting; and each other committee shall have such powers of the Board and otherwise as are provided in the resolution establishing such committee. To the extent specified by the Board of Directors or in the Articles of Incorporation, each committee shall have and may exercise all the power of the Board of Directors specified in these by-laws; however, notwithstanding anything to the contrary herein, committees established by the Board shall have no power: (1) to approve or propose to shareholders action that is required by the Code or these by-laws to be approved by shareholders (including, but not limited to, fundamental corporate changes such as merger, share exchange, dissolution and asset sales); (2) to fill vacancies on the Board of Directors or any of its committees; (3) to amend the Articles of Incorporation or these by-laws; or (4) to approve a plan of merger not requiring shareholder approval. ARTICLE FOUR Meetings of the Board of Directors 4.1 Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after each annual meeting of shareholders or any meeting held in lieu thereof. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year. 4.2 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, or in his absence by the Secretary of the Corporation, or by any two directors in office at that time. 4.3 Place of Meetings. Directors may hold their meetings at any place within or without the State of Georgia as the Board of Directors may from time to time establish for regular meetings or as is set forth in the notice of special meetings or, in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver. 4.4 Notice of Meetings. No notice shall be required for any regularly scheduled meeting of the directors of the Corporation. Unless waived as contemplated in Section 5.2, the President or Secretary of the Corporation or any director thereof shall give notice to each director of each special meeting stating the time and place of the meeting. Such notice shall be given by mailing a notice of the meeting at least four (4) days before the date of the meeting, or by telephone, telegram, cablegram or personal delivery at least four (4) hours before the date of the meeting. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where the director states, at the beginning of the meeting, his objection or objections to the transaction of business at the meeting. 4.5 Quorum. At meetings of the Board of Directors, the presence of at least one-half (1/2) of the directors then in office (but not less than two (2) directors unless Georgia law otherwise permits) shall be necessary to constitute a quorum for the transaction of business. 4.6 Vote Required for Action. Except as otherwise provided in this section or by law, the act of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment and repeal of a by-law is provided for in Article Eleven of these by-laws. Vacancies in the Board of Directors may be filled as provided in Section 3.4 of these by-laws. 4.7 Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto shall be signed by all the directors and such written consent is filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors. 4.8 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned. 4.9 Telephone Conference Calls. Unless otherwise prohibited by the Articles of Incorporation, members of the Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting. ARTICLE FIVE Notice and Waiver 5.1 Procedure. Whenever these by-laws require notice to be given to any shareholder or director, the notice shall be given as prescribed in Official Code of Ga. Ann. Section 14-2-41 and Sections 2.5 or 4.4 for any shareholder or director, respectively. Whenever notice is given to a shareholder or director by mail, the notice shall be sent first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelop addressed to the shareholder or director at his address as it appears on the books of the Corporation, and such notice shall be deemed to have been given at the time the same is deposited in the United States mail. 5.2 Waiver. Notice of a meeting need not be given to any shareholder or director who signs a waiver of such notice, in person or by proxy, either before or after the meeting. Unless otherwise required by law or by these by-laws, neither the business transacted nor the purpose of the meeting need be specified in the waiver. Attendance of a shareholder or director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when such shareholder or director attends such meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business. ARTICLE SIX Officers 6.1 Number. The Executive Officers of the Corporation shall consist of a Chairman of the Board, a President, one or more Vice Presidents as determined or designated by the Board of Directors, a Secretary and a Treasurer. The Board of Directors shall from time to time create and establish the duties of such other officers and elect or provide for the appointment of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a President, Secretary and Treasurer. In the event that no Chairman of the Board is elected, the President shall perform all of the duties and assume all of the responsibilities assigned to the office of Chairman of the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary. 6.2 Election and Term. All Executive Officers shall be elected by the Board of Directors and shall serve at the will of the Board of Directors and until their successors have been elected and have qualified or until their earlier death, resignation, removal, retirement or disqualification. 6.3 Compensation. The compensation of all Executive Officers of the Corporation shall be fixed by the Board of Directors. 6.4 Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at any time with or without cause. 6.5 Powers and Duties. The Executive Officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The Vice President or Vice Presidents, the Assistant Secretary or Assistant Secretaries and the Assistant Treasurer or Assistant Treasurers shall, in the order of their respective seniorities, in the absence or disability of the President, Secretary or Treasurer, respectively, perform the duties of such offices and shall generally assist the President, Secretary or Treasurer, respectively. Without limitation upon any of the foregoing: (a) The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general supervision of the affairs of the Corporation and full control of and responsibility for said affairs. He shall preside at the meetings of shareholders and at the meetings of the Board of Directors. The President shall have the powers and duties of the Chairman at all times in the absence of such Chairman. (b) The President shall be the chief operational officer of the Corporation and shall have general supervision of the day-to-day affairs of the Corporation. (c) The Secretary shall issue notices for and keep minutes of all corporate meetings and shall have charge of the corporate seal and of all corporate books, stock books and other like records of the Corporation. (d) The Treasurer shall have custody and control of all funds and of all financial records of the Corporation. (e) Except as is otherwise required by Official Code of Ga. Ann. Section 14-2-1201, the Board of Directors by resolution and without shareholder approval may authorize any officer of officers of the Corporation to negotiate and execute contracts to buy, sell, lease or exchange or otherwise dispose of any and all of the real or personal property of the Corporation, and to negotiate and enter into loans to be secured by notes, pledges, deeds to secure debt, mortgages and/or other instruments encumbering the property of the Corporation. 6.6 Additional Powers and Duties. In addition to the foregoing especially enumerated powers and duties, the several officers of the Corporation shall have such other powers and duties as are provided for them in these by-laws or as may, from time to time, be prescribed by the Board of Directors or the Executive Committee or the Chairman of the Board. 6.7 Bonds. The Board of Directors may by resolution require any or all of the officers, agents or employees of the Corporation to give bonds to the Corporation, with sufficient surety or sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors. 6.8 Reimbursement by Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered. ARTICLE SEVEN Dividends 7.1 Share Dividends. Unless otherwise provided in the Articles of Incorporation, shares may be issued as a share dividend pro rata and without consideration to the shareholders of the Corporation or to the shareholders of one or more classes or series. Shares of one class or series may not be issued as a share dividend in respect of another class or series unless authorized by the Articles of Incorporation or unless a majority of the votes entitled to be cast by the class or series to be issued approve the issue or unless there are no issued and outstanding shares of the class or series to be issued. 7.2 Distribution to Shareholders. The Board of Directors shall not authorize any payment of any dividend or any distribution to the shareholders of the Corporation if such dividend or distribution would prevent the Corporation from paying and discharging its debts as they become due in the usual course of business or if the Corporation's total assets would be less than the sum of the total liabilities plus the amount that would be needed should the Corporation be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of shareholders whose preferential rights would be superior to those shareholders receiving the distribution. ARTICLE EIGHT Shares 8.1 Authorization and Issuance of Shares. The par value and the maximum number of shares of any class of the Corporation which may be issued and outstanding shall be as set forth from time to time in the Articles of Incorporation of the Corporation. The Board of Directors may increase or decrease the number of issued and outstanding shares of the Corporation within the maximum authorized by the Articles of Incorporation and the minimum required by the Articles of Incorporation. 8.2 Share Certificates. Interest of each shareholder shall be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt in accordance with Georgia law. Share certificates shall be consecutively numbered, shall be in registered form, and shall indicate the date of issue and all such information shall be entered on the Corporation's books. Each certificate shall be signed by the President, or other chief executive officer, or a Vice President and the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation or a facsimile thereof; provided, however, that where such certificate is signed by a transfer agent, or registered by a registrar other than the Corporation itself or an employee of the Corporation, the signature of any such officer may be facsimile. In case any officer or officers who shall have signed or whose facsimile signature shall have been placed upon a share certificate shall have ceased for any reason to be such officer or officers of the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if the person or persons who signed such certificate or whose facsimile signature shall have been used thereon had not ceased to be such officer or officers. 8.3 Rights of Corporation with Respect to Registered Owners. Prior to due presentation for transfer of registration of its shares, the Corporation may treat the registered owner of the shares as the person exclusively entitled to vote such shares, to receive any dividend or other distribution with respect to such shares, and for all other purposes; and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. 8.4 Transfer of Shares. Transfers of shares shall be made upon the transfer books of the Corporation, kept at the office of the transfer agent designated to transfer the shares, only upon direction of the person named in the certificate, or by an attorney lawfully constituted in writing; and before a new certificate is issued, the old certificate shall be surrendered for cancellation or, in the case of a certificate alleged to have been lost, stolen or destroyed, the provisions of Section 8.5 of these by-laws shall have been complied with. 8.5 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Board of Directors may require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed. 8.6 Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to received payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date, such date to be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. 8.7 Record Date if None Fixed. If no record date is fixed, as provided in Section 8.6 of these by-laws, then the record date for any determination of shareholders which may be proper or required by law, shall be the date on which notice is mailed, in the case of a shareholders' meeting; the date on which the Board of Directors approves a resolution declaring a dividend, in the case of a payment of a dividend; and the date on which any other action, the consummation of which requires a determination of shareholders, is to be taken. ARTICLE NINE Indemnification and Interested Parties 9.1 Indemnification (a) The Corporation shall indemnify its officers and directors for those amounts authorized under Article 8 Part 5 of the Code; provided, however, indemnification shall only be made upon compliance with the requirements of such statutory provisions and only in those circumstances in which indemnification is authorized under those provisions; provided further, however, that the Corporation may indemnify a director pursuant to Section 14-2-856 of the Code without shareholder approval. (b) The Corporation may purchase and maintain insurance on behalf of its officers and directors against any liability asserted against such persons and incurred by such persons in any capacity, or arising out of such persons' status as described in Code Section 14-2-851, whether or not the Corporation would have the power to indemnify such persons against such liability under the laws of the State of Georgia. (c) The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding provided for hereunder in advance of a final disposition of the proceeding if the director submits to the Secretary of the Corporation a written request which complies with the requirements set forth in Code Section 14-2-853. The Secretary of the Corporation shall promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that such director has requested indemnification, and the determination of such director's entitlement to indemnification shall be made within a reasonable time after the receipt of such written request by the Board of Directors. (d) The indemnification and advancement of expenses provided by or granted pursuant to this Section 9.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. 9.2 Interested Directors and Officers. (a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be enjoined, set aside or give rise to an award of damages or other sanctions, in an action by a shareholder or by or in the right of the Corporation, on the grounds of an interest in the transaction of the director or any person with whom or which he has a personal, economic, or other association, if: (1) such transaction is approved by the directors pursuant to Code Section 14- 2-862; (2) such transaction is approved by the shareholders pursuant to Code Section 14-2-863; or (3) the transaction, judged in the circumstances at the time of the commitment, is established to have been fair to the Corporation. (b) Except when the Board consists of less than three (3) directors, a majority (but not less than two) of all the "qualified directors" (as such term is defined in Section 14-2-862 of the Code) on the Board, or on the committee thereof, shall constitute a quorum for purposes of action that complies with Section 9.2(a)(1) of these by-laws. Director's action that otherwise complies with the Code and these by-laws is not affected by the presence or vote of a director who is not a "qualified director." ARTICLE TEN Miscellaneous 10.1 Inspection of Books and Records, The Board of Directors shall have power to determine which accounts, books and records of the Corporation shall be open to the inspection of shareholders, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts, books and records which by law or by determination of the Board of Directors shall be open to inspection. 10.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate, but unless otherwise so determined shall begin on the first day of January in each year and shall end on the last day of December in the same year. 10.3 Seal. The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word "Seal" and such other information, including the year of incorporation, in the center thereof as is desired. In lieu thereof, the Corporation may use an impression or writing bearing the words "CORPORATE SEAL" enclosed in parentheses or scroll, which shall also be deemed the seal of the Corporation. 10.4 Annual Statements. Not later than four months after the close of each fiscal year, and in any case prior to the next annual meeting of shareholders, the Corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and (b) a profit and loss statement showing the results of its operations during its fiscal year. Upon receipt of written request, the Corporation promptly shall mail to any shareholder of record a copy of the most recent such balance sheet and profit and loss statement. 10.5 Execution of Documents. No attestation by the Secretary or an Assistant Secretary shall be necessary to make any contract, conveyance or other document valid and legally binding which has been executed by and on behalf of the Corporation by an officer or officers thereunto duly authorized in the manner provided for in these by-laws. ARTICLE ELEVEN Amendments 11.1 Power to Amend By-Laws. The Board of Directors shall have power to alter, amend or repeal these by-laws or adopt new by-laws, but any by-laws adopted by the Board of Directors may be altered, amended or repealed, and new by-laws adopted by the shareholders. The shareholders may prescribe that any by-law or by-laws adopted by them shall not be altered, amended or repealed by the Board of Directors. 11.2 Conditions. Action taken by the shareholders with respect to by-laws shall be taken by an affirmative vote of a majority of all shares entitled to elect directors, and action by the Board of Directors with respect to by-laws shall be taken by an affirmative vote of a majority of all directors then holding office. I hereby certify that the foregoing Amended and Restated By-Laws were duly adopted by the Board of Directors of the Corporation as of June 1, 1994. ------------------------------------- Tommy Chisholm, Secretary EX-99 7 CERT. OF AMENDMENT Exhibit B-35 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SEI HOLDINGS, INC. SEI Holdings, Inc., a company organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies: FIRST: The name of the Corporation is hereby changed from SEI Holdings, Inc. to Southern Energy, Inc., and to effect such change, the heading and Section One of the Certificate of Incorporation of the Corporation be amended, insofar as they refer to the name of the Corporation, to read Southern Energy, Inc. in lieu of SEI Holdings, Inc. Such change shall be effective as of January 2, 1998. SECOND: The sole shareholder of the Corporation has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned, duly authorized officer, has hereunto set his hand as of the 30th day of December, 1997. BY: ITS: Assistant Secretary Sam H. Dabbs EX-99 8 BY-LAWS OF SOUTHERN ENERGY Exhibit B-36 October 19, 1998 SOUTHERN ENERGY, INC. * * * * *B Y- L A W S* * * ** ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 5. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 6. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Section 2. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1. and 2., or in defense of any claim, issue or matter therein, such individual shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Section 4. Any indemnification under Sections 1. and 2. (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1. and 2. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. Section 5. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such individual is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. Section 6. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual's official capacity and as to action in another capacity while holding such office. Section 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this section. Section 8. For purposes of this Article VII, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Section 9. For purposes of this Article VII, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article VII. Section 10. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing by-laws were duly adopted by the Board of Directors of the Corporation on April 20, 1993. /s/ Scott A. Hudson [SEAL] Assistant Secretary I hereby certify that the foregoing amended and restated by-laws reflect all amendments duly adopted by the Board of Directors of the Corporation through October 19, 1998. /s/ Neil J. Ginn [SEAL] Assistant Secretary EX-99 9 BY-LAWS OF SOUTHERN ENERGY FIN. Exhibit B-57 SOUTHERN ENERGY FINANCE COMPANY, INC * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of two (2) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the Directors of the Corporation on December 11, 1996. [SEAL] Assistant Secretary EX-99 10 BY-LAWS OF EPZ LEASE Exhibit B-59 EPZ LEASE, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of two (2) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the Directors of the Corporation on December 10, 1996. [SEAL] Secretary EX-99 11 CERT. OF INCORP. SOUTHERN ENERGY VEN. Exhibit B-67 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY VENTURES, INC. I. The name of the corporation is Southern Energy Ventures, Inc. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. The initial registered agent of the Corporation at such address shall be Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. The initial Board of Directors shall consist of three (3) members, whose names are Thomas G. Boren, S. Marce Fuller, James A. Ward. The mailing address for each of those members is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Jane C. Bryan, Troutman Sanders LLP, 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216 ------------------------------------------ Jane C. Bryan, Incorporator EX-99 12 BY-LAWS OF SOUTHERN ENERGY VENTURES, INC. Exhibit B-68 B Y L A W S OF SOUTHERN ENERGY VENTURES, INC. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of two (2) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the Directors of the Corporation on . [SEAL] Secretary EX-99 13 CERT. OF INCORP. Exhibit B-69 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY SOUTHWEST INVESTMENTS, INC. I. The name of the corporation is Southern Energy Southwest Investments, Inc. (the "Corporation"). II. The initial registered agent of the Corporation in the State of Delaware shall be Corporation Service Company, whose office is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Jane C. Bryan, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216. ------------------------------------------ Jane C. Bryan, Incorporator EX-99 14 BY-LAWS OF SOUTHWEST INVESTMENTS Exhibit B-70 SOUTHERN ENERGY SOUTHWEST INVESTMENTS, INC. B Y L A W S * * * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors (or, if the board of directors has neither met to elect officers, nor elected officers by unanimous written consent in lieu of a meeting, by the incorporator) and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Incorporator of the Corporation on September 3, 1998. Jane C. Gravitt, Incorporator EX-99 15 CERT. OF INCORP. Exhibit B-71 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY TEXAS (G.P.), INC. I. The name of the corporation is Southern Energy Texas (G.P.), Inc. (the "Corporation"). II. The initial registered agent of the Corporation in the State of Delaware shall be Corporation Service Company, whose office is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Jane C. Bryan, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216. ------------------------------------------ Jane C. Bryan, Incorporator EX-99 16 BY-LAWS OF SOUTHERN ENERGY TEXAS Exhibit B-72 SOUTHERN ENERGY TEXAS (G.P.), INC. B Y L A W S * * * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of two (2) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Incorporator of the Corporation as of September 3, 1998. Jane C. Bryan, Incorporator EX-99 17 CERT. OF INC. Exhibit B-73 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY HUDSON VALLEY INVESTMENTS, LTD. I. The name of the corporation is Southern Energy Hudson Valley Investments, Ltd. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington New Castle County, Delaware 19801-1297. The initial registered agent of the Corporation at such address shall be The Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Marc M. O'Brien, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216 ------------------------------------------ Marc M. O'Brien, Incorporator EX-99 18 BY-LAWS OF SOUTHERN ENERGY HUDSON Exhibit B-74 B Y L A W S OF SOUTHERN ENERGY HUDSON VALLEY INVESTMENTS, LTD. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of three (3) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Directors of the Corporation on November 17, 1998. Sam H. Dabbs, Jr., Secretary [SEAL] EX-99 19 CERT. OF INC. Exhibit B-75 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY NEW YORK G.P., INC. I. The name of the corporation is Southern Energy New York G.P., Inc. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington New Castle County, Delaware 19801-1297. The initial registered agent of the Corporation at such address shall be The Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Marc M. O'Brien, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216 ------------------------------------------ Marc M. O'Brien, Incorporator EX-99 20 BY-LAWS OF SOUTHERN ENERGY NEW YORK Exhibit B-76 B Y L A W S OF SOUTHERN ENERGY NEW YORK G.P., INC. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Directors of the Corporation on November 17, 1998. Tommy Chisholm, Secretary [SEAL] EX-99 21 CERT. OF INC. Exhibit B-77 CERTIFICATE OF LIMITED PARTNERSHIP OF SEI TEXAS, L.P. In connection with the formation of a Delaware limited partnership pursuant to ss.17-201 of the Delaware Code, the undersigned hereby certifies as follows: 1. The name of the limited partnership shall be SEI Texas, L.P. (the "Limited Partnership"). 2. The address of the registered office of the Limited Partnership is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. The name of the initial agent for service of process at such address is Corporation Service Company. 3. The name and business address of the general partner of the Limited Partnership is Southern Energy Texas (G.P.), Inc. The mailing address for the general partner is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. IN WITNESS WHEREOF, the undersigned, as sole general partner of the Limited Partnership, has caused its duly authorized representative to execute this Certificate of Limited Partnership as of the 28th day of January, 1999. Southern Energy Texas (G.P.), Inc., General Partner By: James A. Ward, Vice President EX-99 22 CERT. OF INC. Exhibit B-78 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY CALIFORNIA, INC. I. The name of the corporation is Southern Energy California, Inc. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. The initial registered agent of the Corporation at such address shall be Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name shall be James A. Ward. The mailing address of Mr. Ward is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30308. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Robert C. Marshall, Esq., Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216 Robert C. Marshall, Esq., Incorporator EX-99 23 BY-LAWS OF SOUTHERN ENERGY CALIFORNIA Exhibit B-79 B Y L A W S OF SOUTHERN ENERGY CALIFORNIA, INC. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Directors of the Corporation on November 24, 1998. Secretary SEAL EX-99 24 CERTIFICATE OF FORMATION Exhibit B-80 CERTIFICATE OF FORMATION SOUTHERN ENERGY CALIFORNIA, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is Southern Energy California, L.L.C. (the "LLC"). II. The initial registered agent of the LLC shall be Corporation Service Company which is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. III. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. Dated: January 22, 1999 Jane C. Bryan, Authorized Person EX-99 25 CERT. OF INC. Exhibit B-81 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY BAY AREA INVESTMENTS, INC. I. The name of the corporation is Southern Energy Bay Area Investments, Inc. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. The initial registered agent of the Corporation at such address shall be Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. The initial Board of Directors of the corporation shall consist of one (1) member, whose name shall be James A. Ward. The mailing address of Mr. Ward is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30308. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Robert C. Marshall, Esq., Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216 Robert C. Marshall, Esq., Incorporator EX-99 26 BY-LAWS OF SOUTHERN ENERGY BAY AREA Exhibit B-82 B Y L A W S OF SOUTHERN ENERGY BAY AREA INVESTMENTS,INC. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Directors of the Corporation on November 24, 1998. Secretary SEAL EX-99 27 BY-LAWS OF SEI STATE LINE INC. Exhibit B-83 Amended December 14, 1998 B Y L A W S OF SEI STATE LINE, INC. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than nine (9). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly amended by the Directors of the Corporation on December 14, 1998. [SEAL] Assistant Secretary EX-99 28 CERT. OF INC. Exhibit B-84 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY EUROPE INVESTMENTS, LTD. I. The name of the corporation is Southern Energy Europe Investments, Ltd. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington New Castle County, Delaware 19805-1297. The initial registered agent of the Corporation at such address shall be Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Jane C. Bryan, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216. ------------------------------------------ Jane C. Bryan, Incorporator EX-99 29 BY-LAWS OF SOUTHERN ENERGY EUROPE Exhibit B-85 B Y L A W S OF SOUTHERN ENERGY EUROPE INVESTMENTS, LTD. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of four (4) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the incorporator of the Corporation on December 17, 1998. Jane C. Bryan, Incorporator [SEAL] EX-99 30 CERT. OF FORMATION Exhibit B-86 CERTIFICATE OF FORMATION OF SOUTHERN ENERGY LOVETT, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is Southern Energy Lovett, L.L.C. (the "LLC"). II. The initial registered agent of the LLC shall be Corporation Service Company which is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. III. The LLC shall be managed by its members. IV. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. Dated: Signed by: Marc M. O'Brien, Authorized Person EX-99 31 CERT. OF FORMATION Exhibit B-87 CERTIFICATE OF FORMATION OF SOUTHERN ENERGY BOWLINE, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is Southern Energy Bowline, L.L.C. (the "LLC"). II. The initial registered agent of the LLC shall be Corporation Service Company which is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. III. The LLC shall be managed by its members. IV. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. Dated: Signed by: Marc M. O'Brien, Authorized Person EX-99 32 CERT OF INC. Exhibit B-88 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY HOLLAND, LTD. I. The name of the corporation is Southern Energy Holland, Ltd. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington New Castle County, Delaware 19805-1297. The initial registered agent of the Corporation at such address shall be Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Jane C. Bryan, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216. ------------------------------------------ Jane C. Bryan, Incorporator CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF CAPITAL OF SOUTHERN ENERGY HOLLAND, LTD. The Undersigned, being the Sole Incorporator of Southern Energy Holland, Ltd.. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the Certificate of Incorporation of the Corporation is hereby amended in that the name of the Corporation is changed from SOUTHERN ENERGY HOLLAND, LTD. to SOUTHERN ENERGY NETHERLANDS, LTD. To effect this change, the heading and Article I of the Certificate of Incorporation of the Corporation are hereby amended, insofar as they refer to the name of the Corporation, to read SOUTHERN ENERGY NETHERLANDS, LTD. in lieu of SOUTHERN ENERGY HOLLAND, LTD. 2. That the Certificate of Incorporation of the Corporation is hereby further amended to change the registered office of the Corporation from Corporation Service Company to Delaware Corporate Management Services and to change the registered agent of the Corporation from Corporate Service Company to William R. Bechstein. To effect this change Article II of the Certificate of Incorporation of the Corporation is amended to read as follows: II. The registered office of the Corporation in the State of Delaware is Delaware Corporate Management Services, Inc., 1403 Foulk Road, Suite 102, Wilmington, Delaware 19803. The registered agent at such address is William R. Bechstein. 3. That the Corporation has not received any payment for any of its stock. 4. That the amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware. Executed on December 15, 1998. SOUTHERN ENERGY HOLLAND, LTD. By: Jane C. Bryan, Sole Incorporator EX-99 33 BY-LAWS OF SOUTHERN ENERGY NETHERLANDS Exhibit B-89 B Y L A W S OF SOUTHERN ENERGY NETHERLANDS, LTD. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of four (4) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Incorporator of the Corporation on December 16, 1998. Jane C. Bryan, Incorporator EX-99 34 CERT OF INC Exhibit B-90 CERTIFICATE OF INCORPORATION OF SOUTHERN ENERGY NETHERLANDS MANAGEMENT COMPANY, INC. I. The name of the corporation is Southern Energy Netherlands Management Company, Inc. (the "Corporation"). II. The initial registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. The initial registered agent of the Corporation at such address shall be Corporation Service Company. III. The purpose or purposes for which the Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. IV. The Corporation shall be authorized to issue One Thousand (1,000) shares of One Dollar ($1.00) par value capital stock, all of which shall be designated "Common Stock." The shares of Common Stock shall have unlimited voting rights and shall be entitled to receive all of the net assets of the Corporation upon dissolution or liquidation. V. The affairs of the Corporation shall be managed by a Board of Directors and as otherwise provided in the Bylaws of the Corporation. The initial Board of Directors of the corporation shall consist of three (3) members, whose names are as follows: Thomas G. Boren Richard J. Pershing James A. Ward The mailing address of the directors is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. VI. The Corporation shall have perpetual duration. VII. The Board of Directors of the Corporation shall have the power to adopt, amend and repeal the Bylaws of the Corporation. VIII. To the fullest extent that the General Corporation Law of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a director. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IX. The name and address of the Incorporator of the Corporation is Jane C. Gravitt, Troutman Sanders L.L.P., 600 Peachtree Street N.E., Suite 5200, Atlanta, Georgia 30308-2216 ------------------------------------------ Jane C. Gravitt, Incorporator EX-99 35 BY-LAWS OF SOUTHERN ENERGY NETHERLANDS Exhibit B-91 B Y L A W S OF SOUTHERN ENERGY NETHERLANDS MANAGEMENT COMPANY, INC. * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than ten (10). The initial board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these bylaws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these bylaws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the bylaws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the bylaws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the bylaws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. I hereby certify that the foregoing Bylaws were duly adopted by the Directors of the Corporation on January , 1999. Secretary [SEAL] EX-99 36 BY-LAWS OF SOUTHERN ENERGY ASIA Exhibit B-92 SOUTHERN ENERGY - ASIA, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than seven (7). The initial board shall consist of two (2) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the Directors of the Corporation on October 9, 1996 [SEAL] Secretary EX-99 37 BY-LAWS OF POWERCALL Exhibit B-93 Amended February 17, 1998 POWERCALL, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than fifteen (15). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the sole Director of the Corporation on September 9, 1996. [SEAL] Secretary EX-99 38 BY-LAWS OF SOUTHERN TELECOM Exhibit B-94 Amended February 17, 1998 SOUTHERN TELECOM, INC. * * * * * B Y L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation or in an agreement among shareholders as permitted under the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than fifteen (15). The initial board shall consist of one (1) director. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 7. Special meetings of the board may be called by the president on 2 days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Section 8. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. COMMITTEES OF DIRECTORS Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. REMOVAL OF DIRECTORS Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director of the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be at a minimum a president, secretary and treasurer. The board of directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Each officer of the corporation shall have the authority to execute and deliver any and all applications and filings as are necessary to be filed with federal, state and local regulatory agencies on behalf of the corporation. ARTICLE VI CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Delaware Corporate Law Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFER OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII INDEMNIFICATION Section 1. Each person who is or was a director of the corporation or officer or employee of the corporation holding one or more positions of management through and inclusive of Project Managers and Business Development Managers (but not positions below the level of such managers) (such positions being hereinafter referred to as "Management Positions") and who was or is a party or was or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director of the corporation or officer or employee of the corporation holding one or more Management Positions, or is or was serving at the request of the corporation as a director, alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation as a matter of right against any and all expenses (including attorneys' fees) actually and reasonably incurred by him and against any and all claims, judgments, fines, penalties, liabilities and amounts paid in settlement actually incurred by him in defense of such claim, action, suit or proceeding, including appeals, to the full extent permitted by applicable law. The indemnification provided by this section shall inure to the benefit of the heirs, executors and administrators of such person. Section 2. Expenses (including attorneys' fees) incurred by a director of the corporation or officer or employee of the corporation holding one or more Management Positions with respect to the defense of any such claim, action, suit or proceeding may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation under these by-laws or otherwise; provided, however, that the advancement of such expenses shall not be deemed to be indemnification unless and until it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Section 3. The corporation may purchase and maintain insurance at the expense of the corporation on behalf of any person who is or was a director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director (or the equivalent), alternate director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense (including attorneys' fees) asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability or expense under these by-laws or otherwise. Section 4. Without limiting the generality of the foregoing provisions, no present or future director or officer of the corporation, or his heirs, executors, or administrators, shall be liable for any act, omission, step, or conduct taken or had in good faith, which is required, authorized, or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any federal or state statute or municipal ordinance regulating the corporation or its parent by reason of their being holding or investment companies, public utility companies, public utility holding companies, or subsidiaries of public utility holding companies. In any action, suit, or proceeding based on any act, omission, step, or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the foregoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer, and his heirs, executors, and administrators, shall be reimbursed for, or indemnified against, all expenses and liabilities incurred by him or imposed on him, in connection with, or arising out of, any such action, suit, or proceeding based on any act, omission, step, or conduct taken or had in good faith as in this paragraph described. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs, and attorneys' fees. Section 5. The foregoing rights shall not be exclusive of any other rights to which any such director or officer or employee may otherwise be entitled and shall be available whether or not the director or officer or employee continues to be a director or officer or employee at the time of incurring any such expenses and liabilities. Section 6. If any word, clause or provision of the by-laws or any indemnification made under Article VII hereof shall for any reason be determined to be invalid, the provisions of the by-laws shall not otherwise be affected thereby but shall remain in full force and effect. The masculine pronoun, as used in the by-laws, means the masculine and feminine wherever applicable. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws. I hereby certify that the foregoing By-Laws were duly adopted by the sole Director of the Corporation on September 9, 1996. [SEAL] Secretary EX-99 39 CERT OF FORMATION Exhibit B-95 CERTIFICATE OF FORMATION SOUTHERN ENERGY CANAL III, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is Southern Energy Canal III, L.L.C. (the "LLC"). II. The initial registered agent of the LLC shall be Corporation Service Company which is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. III. The LLC shall be managed by its members. IV. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. Dated: Signed by: Jane C. Bryan, Authorized Person EX-99 40 CERT OF LIMITED PARTNERSHIP Exhibit B-96 CERTIFICATE OF LIMITED PARTNERSHIP OF SOUTHERN ENERGY CENTRAL TEXAS, L.P. In connection with the formation of a Delaware limited partnership pursuant to ss.17-201 of the Delaware Code, the undersigned hereby certifies as follows: 1. The name of the limited partnership shall be Southern Energy Central Texas, L.P. (the "Limited Partnership"). 2. The address of the registered office of the Limited Partnership is 1013 Centre Road, Wilmington, New Castle, Delaware 19805-1297. The name of the initial agent for service of process at such address is Corporation Service Company. 3. The name and business address of the general partner of the Limited Partnership is Southern Energy Texas (G.P.), Inc. The mailing address for the general partner is 900 Ashwood Parkway, Suite 500, Atlanta, Georgia 30338. IN WITNESS WHEREOF, the undersigned have caused their duly authorized representatives to execute this Certificate of Limited Partnership as of the 30th day of December, 1998. SOUTHERN ENERGY CENTRAL TEXAS, L.P. By Its Partners: Southern Energy Southwest Investments, Inc., Limited Partner By: David R. Rozier, Jr., Vice President Southern Energy Texas (G.P.), Inc., General Partner By: Randall E. Harrison, Vice President EX-99 41 CERT OF FORMATION Exhibit B-97 CERTIFICATE OF FORMATION OF SOUTHERN ENERGY NY-GEN, L.L.C. A LIMITED LIABILITY COMPANY I. The name of the limited liability company is Southern Energy NY-Gen, L.L.C. (the "LLC"). II. The initial registered agent of the LLC shall be Corporation Service Company which is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297. III. The LLC shall be managed by its members. IV. A member, a manager, an agent, or an employee of the LLC is not personally liable for the debts, obligations, or liabilities of the LLC, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the LLC. Dated: Signed by: Marc M. O'Brien, Authorized Person EX-99 42 AMENDMENTS 57 THROUGH 76 Exhibit D-2 INCOME TAX ALLOCATION AGREEMENT FIFTY-SIXTH AMENDMENT Mississippi Power Services, Inc. was incorporated in 1998 and is wholly owned by Mississippi Power Company. Mississippi Power Services, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Mississippi Power Services, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT FIFTY-SEVENTH AMENDMENT Southern Energy Carbontronics, Inc. was incorporated in 1998 and is wholly owned by Southern Energy Finance Company, Inc. Southern Energy Carbontronics, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Carbontronics, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT FIFTY-EIGHTH AMENDMENT Southern Energy Caribe, Ltd. was incorporated in 1998 and is wholly owned by Southern Energy International, Inc. Southern Energy Caribe, Ltd. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Caribe, Ltd. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT FIFTY-NINTH AMENDMENT Southern Energy Europe, Inc. was incorporated in 1998 and is wholly owned by Southern Energy International Inc. Southern Energy Europe, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Europe, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTIETH AMENDMENT SEI Wisconsin Holdings, Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. SEI Wisconsin Holdings, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST SEI Wisconsin Holdings, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-FIRST AMENDMENT SEI New England, Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. SEI New England, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST SEI New England, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-SECOND AMENDMENT SEI New England Holding Corp. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. SEI New England Holding Corp. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST SEI New England Holding Corp. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTH-THIRD AMENDMENT SE China Investments, Inc. was incorporated in 1998 and is wholly owned by Southern Energy International, Inc. SE China Investments, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST SE China Investments, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-FOURTH AMENDMENT Southern Energy Ventures, Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy Ventures, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Ventures, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-FIFTH AMENDMENT Southern Energy Asia Ventures, Inc. was incorporated in 1998 and is wholly owned by Southern Energy - Asia, Inc. Southern Energy Asia Ventures, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Asia Ventures, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-SIXTH AMENDMENT SEI Brazil Holdings, Inc. was incorporated in 1998 and is wholly owned by Southern Energy International, Inc. SEI Brazil Holdings, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST SEI Brazil Holdings, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-SEVENTH AMENDMENT SEI South America, Inc. was incorporated in 1998 and is wholly owned by Southern Energy International, Inc. SEI South America, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998 and subsequent years. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST SEI South America, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-EIGHTH AMENDMENT Mobile Development Company was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Mobile Development Company does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Mobile Development Company ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SIXTY-NINTH AMENDMENT Southern Energy Europe Investments, Inc. was incorporated in 1998 and is wholly owned by Southern Energy Europe Inc. Southern Energy Europe Investments, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Europe Investments, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTIETH AMENDMENT Southern Energy Bay Area Investments, Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy Bay Area Investments, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Bay Area Investments, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTY-FIRST AMENDMENT Southern Energy California, Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy California, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy California, Inc. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTY-SECOND AMENDMENT Southern Energy Netherlands, Ltd. was incorporated in 1998 and is wholly owned by Southern Energy Europe, Inc. Southern Energy Netherlands, Ltd. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Netherlands, Ltd. ___________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTY-THIRD AMENDMENT Southern Energy Southwest Investments, Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy Southwest Investments, Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Southwest Investments, Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTY-FOURTH AMENDMENT Southern Energy Texas (G.P.), Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy Texas (G.P.), Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Texas (G.P.), Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTY-FIFTH AMENDMENT Southern Energy New York G.P., Inc. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy New York G.P., Inc. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy New York G.P., Inc. __________________________________ BY: _________________________________ INCOME TAX ALLOCATION AGREEMENT SEVENTY-SIXTH AMENDMENT Southern Energy Hudson Valley Investments, Ltd. was incorporated in 1998 and is wholly owned by Southern Energy North America, Inc. Southern Energy Hudson Valley Investments, Ltd. does hereby declare and agree to the terms and conditions provided in the Income Tax Allocation Agreement dated December 29, 1981, as amended on April 19, 1988. Effective Date This Agreement is effective for the Consolidated Tax reflected on the Consolidated Tax Return for 1998. IN WITNESS HEREOF, this Agreement has been executed, as of the _______day of February, 1999. ATTEST Southern Energy Hudson Valley Investments, Inc. __________________________________ BY: _________________________________ EX-99 43 ORGANIZATION CHART
EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Southern Energy, Inc. (formerly SEI Holdings, Inc.) (Holdings) (100% - The Southern Company) Southern Energy Resources, Inc. (formerly Southern Energy, Inc.) (Project Development) (100% - Holdings) SEI Operadora de Argentina, S.A. (FUCO) (99.99% - Southern Energy Resources, Inc.; .01% - Holdings) Southern Electric International Asia, Inc. (Special Purpose Subsidiary - Project Development) (100% - Southern Energy Resources, Inc.) Southern Electric International, GmbH (Special Purpose Subsidiary - Project Development) (100% - Southern Energy Resources, Inc.) Asociados de Electricidad, S.A. (Intermediate Subsidiary) (100% Holdings) Southern Electric International, Inc. (Intermediate Subsidiary) (100 % Holdings) Southern Electric, Inc. (EWG) (100% - Holdings) Southern Energy North America, Inc. (Domestic Holdings) (100% - Holdings) Mobile Development Company (Special Purpose Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Ventures, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Trading and Marketing, Inc. (Energy-Related Company) (100% - Southern Energy Ventures, Inc.) SC Energy Ventures, Inc. (Intermediate Subsidiary) (100% - Southern Energy Trading and Marketing, Inc.) Southern Company Energy Marketing L.P. (Energy-Related Company) (59.4% - SC Energy Ventures, Inc.; 39.6% - Domestic Corporation; 1% - Southern Company Energy Marketing G.P., L.L.C.) Southern Company Retail Energy Marketing L.P. (Energy-Related) (99% - Southern Company Energy Marketing L.P.; 1% - Southern Company Energy Marketing G.P., L.L.C.) Southern Energy Retail Trading and Marketing, Inc. (Energy-Related Company) (100% - Southern Energy Trading and Marketing, Inc.) SC Ashwood Holdings, Inc. (Intermediate Subsidiary) (100% - Southern Energy Ventures, Inc.) Southern Company Energy Marketing G.P., L.L.C. (Intermediate Subsidiary) (60% - SC Ashwood Holdings, Inc.; 40% - Domestic Corporation) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy North-America, Inc. - CONTINUED SEI Birchwood, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Birchwood Power Partners, LP (EWG) (50% - SEI Birchwood, Inc.; 50% - Domestic Corporation) Greenhost, Inc. (Authorized by Order of 11/20/96)) (50% - SEI Birchwood, Inc.; 50% - Domestic Corporation) SEI Hawaiian Cogenerators, Inc. (EWG) (100% - Southern Energy North America, Inc.) Southern Energy-Cajun, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Louisiana Generating, LLC (Intermediate Subsidiary) (40% - Southern Energy-Cajun, Inc.; 60% - Domestic Corporations) SEI State Line, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) State Line Holding Corporation (Intermediate Subsidiary) (100% - SEI State Line, Inc.) State Line Energy, L.L.C. (EWG) (60% - SEI State Line, Inc.; 40% - State Line Holding Corporation) SEI New England Holding Corp. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) SEI New England, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Newington Energy, L.L.C. (Special Purpose Subsidiary) (50% - SEI New England Holding Corp; 50% - SEI New England Inc.) Southern Energy New England, L.L.C. (EWG) (50% - SEI New England Holding Corp; 50% - SEI New England Inc.) Southern Energy Canal, L.L.C. (EWG) (99% - Southern Energy New England LLC; 1% - SEI New England Holding Corp) Southern Energy Kendall, L.L.C. (EWG) (99% - Southern Energy New England LLC; 1% - SEI New England Holding Corp) Southern Energy Canal III, L.L.C. (Special Purpose Subsidiary) (50% - SEI New England, Inc.; 50% - SEI New England Holding Corp.) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy North-America, Inc. - CONTINUED SEI Wisconsin Holdings, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) SEI Wisconsin, L.L.C. (EWG) (100 %- SEI Wisconsin Holding, Inc.) Southern Energy Texas (G.P.), Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Southwest Investments, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Wichita Falls, L.P. (Special Purpose Subsidiary) (99% - Southern Energy Southwest Investments, Inc.; 1% Southern Energy Texas (G.P.), Inc.) Southern Energy New York, G.P., Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Hudson Valley Investments, Ltd. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Bowline, L.L.C. (Special Purpose Subsidiary) (99% - Southern Energy Hudson Valley Investments, Inc.; 1% - Southern Energy New York, G.P., Inc.) Southern Energy Lovett, L.L.C. (Special Purpose Subsidiary) (99% - Southern Energy Hudson Valley Investments, Inc.; 1% - Southern Energy New York, G.P., Inc.) Southern Energy NY-Gen, L.L.C. (Special Purpose Subsidiary) (99% - Southern Energy Hudson Valley Investments, Inc.; 1% - Southern Energy New York, G.P., Inc.) Southern Energy Bay Area Investments, Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Golden States Holding Inc. (Intermediate Subsidiary) (100% - Southern Energy North America, Inc.) Southern Energy Delta, L.L.C. (Special Purpose Subsidiary) (50% - Southern Energy Bay Area Investments; 50% - Southern Energy Golden States Holdings, Inc.) Southern Energy Potrero, L.L.C. (Special Purpose Subsidiary) (50% Southern Energy Bay Area Investments; 50% Southern Energy Golden States Holdings, Inc.) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. (Foreign Holdings) (100% - Holdings) Southern Energy do Brazil Ltda. (Special Purpose Subsidiary - Project Development) (99.85% - Southern Energy International, Inc.; .15% - Southern Energy Resources, Inc.) Southern Energy - Asia, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Southern Energy Asia Ventures, Inc. (Intermediate Subsidiary) (100% Southern Energy -Asia, Inc.) Consolidated Electric Power Asia Limited (Special Purpose Subsidiary) (NOTE 1) (90.0% - Southern Energy - Asia, Inc.; 10% Southern Energy Asia Ventures, Inc.) (NOTE 2) Hopewell Energy International Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) Southern Energy Holdings Philippines, Inc. (Intermediate Subsidiary) (85.11% - Hopewell Energy International Limited; 9.16% - CEPA Mobile Power Systems (BVI) Corporation; 5.73% - Navotas II Holdings (BVI) Corp; .000009% - Hopewell Project Management Company Limited) Hopewell Power (Philippines), Corp. (FUCO) (87.22% - Southern Energy Holdings Philippines, Inc; 12.78% Foreign Company) Hopewell Mobile Power Systems Corp. (FUCO) (100% - Southern Energy Holdings Philippines, Inc.) CEPA Services Corp. (Special Purpose Subsidiary) (100% - Hopewell Mobile Power Systems Corp.) Hopewell Tileman (Philippines) Corp. (FUCO) (100% - Southern Energy Holdings Philippines, Inc.) Southern Energy Limited (Intermediate Subsidiary) (80% - Consolidated Electric Power Asia Limited; 20% Foreign Company) Guangdong Guanghope Power Co., Ltd (FUCO) (40% - Southern Energy Limited; 60% Foreign Company) Southern Energy China, Ltd. (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy - Asia, Inc. - CONTINUED Southern Energy Asia Ventures, Inc. - CONTINUED Consolidated Electric Power Asia Limited - CONTINUED Hopewell Project Management Company Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited ) Southern Energy Project Holdings Philippines, Inc. (Special Purpose Subsidiary) (100%- Hopewell Project Management Company Limited) Hopewell Energy (Philippines) Corp. (FUCO) (60.1%- Hopewell Project Management Company, Limited; 29.9% Southern Energy Holdings Philippines, Inc.; 10% -Foreign Company) Navotas II (BVI) Holdings Corp (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Mobile Power Systems (BVI) Corporation (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Guangxi Energy Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Eastern Power Plant Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Construction (Hong Kong) Limited (Special Purpose Subsidiary) (100% - Consolidated Electric Power Asia Limited) Sual Construction Corporation (Special Purpose Subsidiary) (100% - CEPA Construction Limited) CEPA Construction Resources (BVI) (Special Purpose Subsidiary) (100% - CEPA Construction Limited) CEPA Procurement (BVI) Ltd (Intermediate Subsidiary) (100% - CEPA Construction Limited) CEPA Procurement (Delaware) L.L.C. (Special Purpose Subsidiary) (51% - CEPA (BVI) Procurement Limited; 49% CEPA Sourcing Limited) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy - Asia, Inc. - CONTINUED Southern Energy Asia Ventures Inc. - CONTINUED Consolidated Electric Power Asia Limited - CONTINUED CEPA Construction (Hong Kong) Limited - CONTINUED CEPA Sourcing (BVI) Ltd (Intermediate Subsidiary) (100% - CEPA Construction Limited) Pagbilao Shipping Corporation (Special Purpose Subsidiary) (100% - CEPA Construction Limited) CEPA International Finance Corporation (Intermediate Subsidiary) (100% Consolidated Electric Power Asia Limited) Excellent Crown Limited (Special Purpose Subsidiary) (100% - CEPA International Finance Corporation) CEPA Pangasinan Electric Limited (Intermediate Subsidiary) (100% Consolidated Electric Power Asia Limited) Pangasinan Electric Corporation (FUCO) (96.9% - CEPA Pangasinan Electric Limited; 3.1% - Commonwealth Development Corporation) CEPA Pakistan (BVI) Limited (Intermediate Subsidiary) (100% Consolidated Electric Power Asia Limited) CEPA Energy Pakistan Limited (FUCO) (100% - CEPA Pakistan Limited) CEPA Nominee (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Thailand (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA India (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Investment (Mauritius) Limited (Intermediate Subsidiary) (100% - CEPA India (BVI) Limited) Consolidated Electric Power Asia Limited Limited (India) Private Limited (FUCO) (100% - CEPA Investment (Mauritius) Limited) 05/03/99, 3:41 PM 25 EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy - Asia, Inc. - CONTINUED Southern Energy Asia Ventures Inc. - CONTINUED Consolidated Electric Power Asia Limited - CONTINUED CEPA Operations, (Hong Kong) Limited (Special Purpose Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Operations (Philippines) Corp. (Special Purpose Subsidiary) (100% - CEPA Operations, Limited) CEPA Project Management and Engineering (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Fuels Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) Marsford Investments Pte Ltd. (Intermediate Subsidiary) (100% - beneficially owned by CEPA Fuels Limited) Allied Queensland Coalfields, Ltd (Special Purpose Subsidiary) (95.17% - CEPA Fuels Limited; 4.83% - Marsford Investments Ptd Ltd)) Aberdare Colliers Pty Limited (Special Purpose Subsidiary) (100% - Allied Queensland Coalfields, Ltd) New Whitwood Collieries Pty Ltd. (Special Purpose Subsidiary) (100% - Aberdare Collieries Pty Ltd.) Riverview Coal Terminal Pty Ltd. (Special Purpose Subsidiary) (100% - Aberdare Collieries Pty Ltd.) AQC (Kogan Creek) Pty Limited (Special Purpose Subsidiary) (100% - Allied Queensland Coalfields, Ltd) AQC (Wilkie Creek) Pty Limited (Special Purpose Subsidiary) (100% - AQC (Kogan Creek) Pty Limited) Baralaba Coal Pty Limited (Special Purpose Subsidiary) (100% - Allied Queensland Coalfields Limited) Lemon Grove Investment Pty Limited (Special Purpose Subsidiary) (100% - Allied Queensland Coalfields Limited) Tiaro Coal Pty Limited (Special Purpose Subsidiary) (100% - Allied Queensland Coalfields Limited) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy - Asia, Inc. - CONTINUED Southern Energy Asia Ventures, Inc. - CONTINUED Consolidated Electric Power Asia Limited - CONTINUED Philippine Power and Infrastructure Holding Corporation (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Finance Corporation (Special Purpose Subsidiary) (100% - Consolidated Electric Power Asia Limited) Hopewell Energy International (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Energy International (BVI) Limited (Special Purpose Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Power China (BVI) Limited (Intermediate Subsidiary (100% - Consolidated Electric Power Asia Limited) CEPA Energy (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) Cachelot Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) Fortune Wheels Investment Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) Carrigon Management Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Project Management (BVI) Company Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Tileman Power Systems (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Guangxi Energy (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) CEPA Slipform Power Systems (BVI) Limited (Intermediate Subsidiary) (100% - Consolidated Electric Power Asia Limited) Southern Electric International - Netherlands, BV (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Electric International Finance, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Southern Energy Europe, Inc. (Intermediate Subsidiary) (100% Southern Energy International, Inc.) Southern Energy UK Generation Limited (Intermediate Subsidiary) (100% - Southern Energy Europe, Inc.) Southern Energy Development - Europe Limited (Intermediate Subsidiary) (100% - Southern Energy Europe, Inc.) Southern Energy Development Hungaria, L.L.C. (Special Purpose Subsidiary) (100% - Southern Energy Development - Europe Limited) The Southern Company - Europe, plc (Intermediate Subsidiary) (99% - Southern Energy Europe, Inc., 1% - Southern Energy Inc.) Southern Energy Netherlands, Ltd. (Intermediate Subsidiary) (100% - Southern Energy Europe, Inc.) Southern Energy Europe Investments, Ltd. (Intermediate Subsidiary) (100% - Southern Energy Europe, Inc.) Southern Energy Netherlands B.V. (Dutch) (Intermediate Subsidiary) (50% - Southern Energy Netherlands, Ltd.; 50% Southern Energy Europe Investments, Ltd.) Southern Energy - Europe B.V. (Dutch) (Special Purpose Subsidiary) (100% - Southern Energy Netherlands B.V.) Southern Electric International - Europe, Inc. (Intermediate Subsidiary) (100% - Southern Energy Europe, Inc.) SWEB Holdings UK (Intermediate Subsidiary) (49% - Southern Electric International - Europe, Inc.; 51% - Domestic Corporation) SWEB Holdings Limited (Intermediate Subsidiary) (100% - SWEB Holdings UK) Southern Investment UK plc (Intermediate Subsidiary) (100% - SWEB Holdings Limited) South Western Electricity plc (FUCO) (NOTE 1) (100% - Southern Investment UK plc) SWEB Investments Limited (FUCO Subsidiary) (100% - South Western Electricity plc) South Western Helicopters Limited (FUCO Subsidiary) (100% - South Western Electricity plc) AZTEC Insurance Limited (FUCO Subsidiary) (100% - South Western Electricity plc) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy Europe, Inc. - CONTINUED Southern Electric International - Europe, Inc. - CONTINUED SWEB Holdings Limited - CONTINUED Southern Investment UK plc - CONTINUED South Western Electricity plc - CONTINUED SWEB Insurance Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Investments 1996 Limited (FUCO Subsidiary) (100% - South Western Electricity plc) Croeso Systems Development Limited (FUCO Subsidiary) (50% - SWEB Investments 1996 Limited) Midlands Enterprise Fund (FUCO Subsidiary) (26.80% - SWEB Investments 1996 Limited) SWEB Property Investments Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Property Developments Limited (FUCO Subsidiary) (100% - South Western Electricity plc) Temple Back Developments Limited (FUCO Subsidiary) (49.0% - SWEB Property Developments Limited) Weston-Super-Mare Developments Limited (FUCO Subsidiary) (100.0% - Temple Back Developments Limited) South Western Power Limited (FUCO Subsidiary) (100% - South Western Electricity plc) South Western Power Investments Limited (FUCO Subsidiary) (100% - South Western Power Limited) Teeside Power Limited (FUCO Subsidiary) (7.7% - South Western Power Investments Limited) Wind Electric Limited (FUCO Subsidiary) (11.7% - South Western Power Investments Limited) WindResources Limited (FUCO Subsidiary) (45% - South Western Power Investments Limited) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy, Europe, Inc. - CONTINUED Southern Electric International - Europe, Inc. - CONTINUED SWEB Holdings Limited - CONTINUED Southern Investment UK plc - CONTINUED South Western Electricity plc - CONTINUED South Western Power Limited - CONTINUED South Western Power Investments Limited - CONT. Wind Resources Limited - CONTINUED Carland Cross Limited (FUCO Subsidiary) (100% - Wind Resources Limited) Coal Clough Limited (FUCO Subsidiary) (100% - Wind Resources Limited) Winterton Power Limited (FUCO Subsidiary) (25% - South Western Power Investments Limited) Green Electron Limited (FUCO Subsidiary) (90% - South Western Power Limited; 10% Foreign Corporation) SWEB Data Collection Services Limited (FUCO Subsidiary) (100% - South Western Electricity plc) Concorde House Limited (FUCO Subsidiary) (100% - South Western Electricity plc) Electricity Association EA Technology Limited (FUCO Subsidiary) (7.7% - South Western Electricity plc) Non-Fossil Purchasing Agency Limited (FUCO Subsidiary) (8.3% - South Western Electricity plc) ElectraLink Limited (FUCO Subsidiary) (6.19% - South Western Electricity plc) South Western Energy Limited (FUCO Subsidiary) (100% - South Western Electricity plc) South Western Natural Gas Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Finance Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Gas Limited (FUCO Subsidiary) (100% - South Western Electricity plc) REC Collect Limited (FUCO Subsidiary) (25% - South Western Electricity plc) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy, Europe, Inc. - CONTINUED Southern Electric International - Europe, Inc. - CONTINUED SWEB Holdings Limited - CONTINUED Southern Investment UK plc - CONTINUED South Western Electricity plc - CONTINUED South Western Electricity Share Scheme Trustees Limited (FUCO Subsidiary) (100% - South Western Electricity plc) Electricity Pensions Trustee Limited (FUCO Subsidiary) (Limited by Guarantee - South Western Electricity plc) St. Clements Services Limited (FUCO Subsidiary) (9.1% - South Western Electricity plc) Electricity Pension Limited (FUCO Subsidiary) (5% - South Western Electricity plc) ESN Holdings Limited (FUCO Subsidiary) (4.5% - South Western Electricity plc) Electricity Association Limited (FUCO Subsidiary) (5.9% - South Western Electricity plc) Northmere Limited (FUCO Subsidiary) (Limited by Guarantee - South Western Electricity plc) South West Enterprise Limited (FUCO Subsidiary) (Limited by Guarantee - South Western Electricity plc) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy Europe, Inc. - CONTINUED Southern Electric International - Europe, Inc. - CONTINUED SWEB Holdings Limited - CONTINUED Southern Investment UK plc - CONTINUED South Western Electricity plc - CONTINUED SWEB Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Retail Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Natural Gas Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Pension Trustee Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SWEB Telecom Limited (FUCO Subsidiary) (100% - South Western Electricity plc) UK Data Collection Service Limited (FUCO Subsidiary) (8.33% - South Western Electricity plc) Western Natural Gas Limited (FUCO Subsidiary) (100% - South Western Electricity plc) SEI Brazil Holdings, Inc. (Intermediate Subsidiary) (100 % - Southern Energy International, Inc.) SEI South America, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Southern Energy Caribe, Ltd. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Southern Energy - Newco2, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) SEI Chile, SA (Intermediate Subsidiary) (99.99% - Southern Energy - Newco2, Inc., .001% - Southern Energy Inc.) Energia del Pacifico Limitada (Intermediate Subsidiary) (99.9% - SEI Chile, SA, .1% - Southern Energy International, Inc.) Gasoducto Nor Andino Argentina, S.A. (Intermediate Subsidiary) (33.33% - Energia del Limitada,; 66.67% - Tractebel) Gasoducto Nor Andino S.A. (Intermediate Subsidiary) (33.33% - Energia del Limitada; 66.67% - Tractebel) Empressa Electrica del Norte Grande, SA (FUCO) (82.34034% - SEI Chile, SA; 8.81% - Foreign Government; 8.850% - Natural Persons) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED Southern Energy - Newco2, Inc. - CONTINUED SEI Chile, SA - CONTINUED Empressa Electrica del Norte Grande, SA - CONTINUED Sitranor S.A. (Intermediate Subsidiary) (60% - Empressa Electrica del Norte Grande, SA; 20% - CODELCO; 20% ELECTROANDINA) Southern Electric Bahamas Holdings, Limited (Intermediate Subsidiary) (100% - Southern Energy - Newco2, Inc.) Southern Electric Bahamas, Ltd (Intermediate Subsidiary) (100% - Southern Electric Bahamas Holdings, Limited) ICD Utilities Limited (Intermediate Subsidiary) (25% - Southern Electric Bahamas, Ltd; 75% - Foreign Company) Freeport Power Company Limited (FUCO) (50% - Southern Electric Bahamas, Ltd; 50% - ICDU Utilities Limited) SEI Beteilligungs, GmbH (Intermediate Subsidiary) (100% - Southern Energy - Newco2, Inc.) P.T. Tarahan Power Company (Special Purpose Subsidiary) (55% - SEI Beteilligungs, GmbH; 2.5% - Domestic Corporation; 42.5% - Foreign Company) Cayman Energy Traders (Intermediate Subsidiary) (27.59% - Southern Energy International, Inc.; 72.41% - Domestic Corporation) Southern Electric do Brasil Participacoes, Limitada (Intermediate Subsidiary) (90.6% - Cayman Energy Traders; 9.4% - Foreign Pension Fund) Companhia Energetica de Minas Gerais (CEMIG) (FUCO) (33% - Southern Electric do Brasil Participacoes, Limitada; 51% - Foreign Government; 16% - General Public) Southern Energy E Associados Particpacoes, S.A. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) SEI Germany - BEWAG, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) SEI Worldwide Holdings, Inc. (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) SEI Worldwide Holdings (Germany) GmbH (Intermediate Subsidiary) (50% - SEI Germany - BEWAG, Inc.; 50% - SEI Worldwide Holdings, Inc.) Southern Energy Holding Beteiligungsgesellschaft GmbH (Intermediate Subsidiary) (100% - SEI Worldwide Holdings (Germany) GmbH) Southern Energy Development-Europa GmbH (Special Purpose Subsidiary) (100% - SEI Worldwide Holdings (Germany) GmbH) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy International, Inc. - CONTINUED SEI Worldwide Holdings, Inc. - CONTINUED SEI Worldwide Holdings (Germany) GmbH - CONTINUED Southern Energy Holding Beteiligungsgesellschaft GmbH - CONTINUED BEWAG ( FUCO) (26% - Southern Energy Holding Beteiligungsgesellschaft GmbH, 74% Other Foreign Persons ) SEI y Asociados de Argentina, S.A. (Intermediate Subsidiary) (45.79% - SEI Worldwide Holdings GmbH; 7.14%- Asociados de Electricidad, S.A.; 40.52% - Holdings: 5.55% - Foreign Corporation; 1% - Domestic Company) Hidroelectrica Alicura, S.A. (FUCO) (59% - SEI y Asociados de Argentina, S.A.; 41% - Foreign Government) Southern Electric International Trinidad, Inc. (EWG) (100% - Southern Energy International, Inc.) The Power Generation Company of Trinidad & Tobago Limited (EWG) (39% - Southern Electric International Trinidad, Inc.; 51% - Foreign Government; 10% - Domestic Corporation) SE China Investments (Intermediate Subsidiary) (100% - Southern Energy International, Inc.) Southern Energy Mauritius Limited (Intermediate Subsidiary) (100% SE China Investments) SEMAR Limited (Intermediate Subsidiary) (100% SE China Investments) Southern Energy Newco Limited (Intermediate Subsidiary) (100% SE China Investments) Southern Energy Finance Company, Inc. (Intermediate Subsidiary) (100% Holdings) EPZ Lease, Inc. (Intermediate Subsidiary) (100% Southern Energy Finance Company, Inc.) EPZ Lease, LLC (Intermediate Subsidiary) (99% EPZ Lease, Inc.; 1% Southern Energy Finance Company, Inc.) EPZ Lease Holding A, LLC (Intermediate Subsidiary) (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust A (FUCO) (100% - EPZ Lease Holding A, LLC {Beneficial Interest}) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy Finance Company, Inc - CONTINUED EPZ Lease, Inc. - CONTINUED EPZ Lease, LLC - CONTINUED EPZ Lease Holding B, LLC (Intermediate Subsidiary) (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust B (FUCO) (100% - EPZ Lease Holding B, LLC {Beneficial Interest}) EPZ Lease Holding C, LLC (Intermediate Subsidiary) (99% EPZ Lease, LLC; 1% EPZ Lease, Inc.) EPZ Lease Trust C (FUCO) (100% - EPZ Lease Holding C, LLC {Beneficial Interest}) Southern Energy Clairton, Inc. (Intermediate Subsidiary) (100% - Southern Energy Finance Company, Inc.) Southern Energy Clairton, L.L.C. (Intermediate Subsidiary) (85% - Southern Energy Clairton, Inc.; 15% Southern Energy Clairton2, Inc.) Clairton 1314 B Partnership, L.P. (Rule 58 Energy-Related Company) (27% - Southern Energy Clairton, L.L.C.; 73% - Domestic Corporations) Southern Energy Clairton2, Inc.(Intermediate Subsidiary) (100% - Southern Energy Finance Company, Inc.) Southern Energy Carbontronics, Inc. (Intermediate Subsidiary) (100% - Southern Energy Finance Company, Inc.) Southern Energy Carbontronics, L.L.C. (Intermediate Subsidiary) (99% - Southern Energy Carbontronics,Inc.; 1% - Southern Energy Finance Company) Carbontronics Synfuels Investors, L.P. (Rule 58 Energy-Related Company) (24.75% - Southern Energy Clairton, L.L.C.; 75.25% - Domestic Corporations) Dutch Gas Lease, Inc. (Intermediate Subsidiary) (100% Southern Energy Finance Company, Inc.) Dutch Gas Lease, L.L.C. (Intermediate Subsidiary) (99% Dutch Gas Lease, Inc.; 1% Southern Energy Finance Company, Inc.) Dutch Gas Lease Holding A, L.L.C. (Intermediate Subsidiary) (99% Dutch Gas Lease, L.L.C.; 1% Dutch Gas Lease, Inc.) Dutch Gas Lease Trust A (FUCO) (100% - Dutch Gas Lease Holding A, L.L.C. {Beneficial Interest}) EXHIBIT H - ORGANIZATION CHART - SOUTHERN ENERGY UMBRELLA COMPANIES Holdings - CONTINUED Southern Energy Finance Company, Inc - CONTINUED Dutch Gas Lease, Inc. - CONTINUED Dutch Gas Lease, L.L.C. - CONTINUED Dutch Gas Lease Holding B, L.L.C. (Intermediate Subsidiary) (99% - Dutch Gas Lease, L.L.C; 1% - Dutch Gas Lease, Inc.) Dutch Gas Lease Trust B (FUCO) (100% - Dutch Gas Lease Holding B, L.L.C {Beneficial Interest}) Dutch Gas Lease Holding C, L.L.C. (Intermediate Subsidiary) (99% - Dutch Gas Lease, L.L.C; 1% - Dutch Gas Lease, Inc.) Dutch Gas Lease Trust C (FUCO) (100% - Dutch Gas Lease Holding C, L.L.C. {Beneficial Interest}) Southern Company Capital Funding, Inc. (Intermediate Subsidiary) (100% - Holdings) Southern Company Capital Trust I (Intermediate Subsidiary) (100% - Southern Company Capital Funding, Inc.) Southern Company Capital Trust II (Intermediate Subsidiary) (100% - Southern Company Capital Funding, Inc.) Southern Company Capital Trust III (Intermediate Subsidiary) (100% - Southern Company Capital Funding, Inc.) Southern Company Capital Trust IV (Intermediate Subsidiary) (100% - Southern Company Capital Funding, Inc.) Mobile Energy Services Holdings, Inc. (Intermediate Subsidiary) (100% - The Southern Company) Mobile Energy Services Company, L.L.C. (Public Utility) (99% - Mobile Energy Services Holdings, Inc.; 1% - Southern Energy Resources, Inc.) Energia de Neuvo Leon, SA De CV (FUCO) (33 1/3% - The Southern Company; 33 1/3% Foreign Corporations; 33 1/3% - Foreign Government) Footnotes: NOTE 1 - The organization chart above that includes the subsidiaries of Consolidated Electric Power Asia Limited and Southwestern Electricity PLC is updated annually as of December 31. NOTE 2 - Certain of CEPA's holdings in the Philippines were reorganized through a series of agreements which were dated and executed on or before December 31, 1997. However, these agreements are awaiting the approval of certain governmental authorities in the Philippines and are not yet effective. Southern Energy Resources, Inc. Southern Energy Inc. 100%(Ownership)(IS) Inversiones SEI Chile Limitada SEI Chile, S.A. (99%)Southern Energy, Inc.(1%)(IS) Electrica SEI Chile Limitada Sei Chile, SA(97.5%) Southern Energy, Inc. (1%)(IS) Energia del Pacifico Edelnor (99%)S.E. Chile(1%)(IS) Southern electric International, Inc. 900 Ashwood Parkway, Suite 500 Atlanta, GA 30338 Southern Energy, Inc.(ownership) 100% (IS) HOPEC Engineering Design Limited Consolidated Construction Resources Limited (100% ownership) SPS Five Stars Venture Limited CEPA Operations(Hong Kong) Limited 16.98%, CEPA Project Mgt & Eng. 15.11%, CEPA Construction (Hong Kong Limited 67.91%) IS Hopewell Energy Limited Consolidated Electric Power Asia Limited(80%), Foreign Company 20% IS Montana Enterprises Limited Consolidated Electric Power Asia Limited - ownership 100%(SPS) Sorensen Enterprises Limited Consolidated Electric Power Asia Limited - ownership 100%(IS) Treharn Assets Limited Consolidated Electric Power Asia Limited - ownership 100%(IS) CEPA Development (Mauritius) Company Limited(IS) Shelf Company - ownership not assigned - n/a CEPA Energy Investment (Mauritius) Limited (IS) Shelf Company - ownership not assigned - n/a CEPA Project Holding (Mauritius) Limited (IS) Shelf Company - ownership not assigned - n/a China Johnston Southern Limited(IS) Shelf Company - ownership not assigned - n/a Consolidated Electric Power Asia(India) Private Limited(IS) Shelf Company - ownership not assigned - n/a Consolidated Electric Power Asia Limited (IS) CEPA - ownership 100% Consolidated Electric Power Asia (IS) CEPA - Asia Limited 100% Johnston Southern Development Company, LLC. Southern Energy China Limited (95% Third Party (5% Southern Energy(Shajiao C) Limited (IS) CEPA Asia Limited (80%) Stenus Limited (IS) CEPA Asia Limited (100%) Tranquil Star Corporation (IS) CEPA Asia Limited (100%)
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