ARTICLES OF INCORPORATION
OF

ENTERGY ARKANSAS, INC.

These Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, amend, restate, integrate and supersede the existing Amended and Restated Articles of Incorporation and all amendments thereto.

FIRST: Name. The name of the Corporation is Entergy Arkansas, Inc.

SECOND: Adoption of Arkansas Business Corporation Act. The provisions of Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, as may be amended or otherwise modified (the "Arkansas Business Corporation Act"), shall apply to the Corporation and to these Amended and Restated Articles of Incorporation.

THIRD: Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Arkansas Business Corporation Act. The primary purpose for which the Corporation is organized, which is provided for informational purposes-only and shall not limit the purposes provided in the Arkansas Business Corporation Act, is to engage in the business of constructing, holding, operating, and maintaining (i) telephone, telegraph, radio, wireless and other systems, facilities, structures and devices for the receipt and transmission of sounds and signals, (ii) inter-urban, city and street railways, railroads, and bus lines, and (iii) systems, facilities, structures and devices for the manufacture, production, transmission, distribution, control, storage, purchase, sale, supply and application of electricity, gas, water, steam, ice, refrigeration, and power.

FOURTH: Powers. The Corporation shall have and exercise all of the powers conferred upon corporations by virtue of their existence under, and as authorized by, the Arkansas Business Corporation Act, as may be amended or otherwise modified.

FIFTH: Authorized Shares and Rights of Shareholders.

(a) The total number of shares of capital stock which the Corporation shall have authority to issue is 352,730,000, which shall consist of one class of 325,000,000 shares of common stock of the par value of $0.01 per share ("Common Stock") and three classes of preferred stock consisting of 15,000,000 shares of preferred stock of the par value of $0.01 per share ("Class A Preferred Stock"), 3,730,000 shares, of preferred stock of the par value of $100 per share ("$100 Preferred Stock"), and 9,000,000 shares of preferred stock of the par value of $25 per share ("$25 Preferred Stock"), which three classes of preferred stock may be collectively referred to as "Preferred Stock."

(b) The Board of Directors of the Corporation is authorized, subject to the limitations prescribed by the Arkansas Business Corporation Act and the provisions of this Article FIFTH, to provide for the issuance of the shares of Preferred Stock in series, and, by filing articles of amendment pursuant to the Arkansas Business Corporation Act, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and. the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each such series shall include determination of only the following:

(1) The number of shares constituting that series and the distinctive designation of that series;

(2) The dividend rate, or the method of calculation thereof, on the shares of that series, the dates on which dividends shall be paid in each year or the method of determination thereof, and the date from which such dividends shall commence to accumulate:

(3) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(4) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(5) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; and

(6) The amount payable on the shares of that series in the event of voluntary or, in the case of the Class A Preferred stock, involuntary liquidation, dissolution or winding up of the Corporation.

The Class A Preferred Stock, the $100 Preferred Stock and the $25 Preferred Stock shall have the same rank and shall be identical with each other, except as to matters relating to the par values thereof, the variations between the respective series thereof, and the voting entitlement of the respective shares thereof in cases when the shares of two or more classes of Preferred Stock are required to vote together as a voting group or one or more classes of Preferred Stock are required to vote together with the Common Stock as a voting group. The shares of all series within a class of Preferred Stock shall have the same rank, shall be identical with each other, and shall have the same relative rights, except as to those characteristics described in clauses l through 6 above.

(c) Subject to the foregoing, the distinguishing characteristics of the Preferred Stock shall be:

(1) Each series of the Preferred Stock, pari passu with all shares of Preferred Stock of any class or series then outstanding, shall be entitled, but only when and as declared by the Board of Directors out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate stated and expressed with respect to such series by these Amended and Restated Articles of Incorporation or by the articles of amendment creating such series; such dividends to be cumulative from such date and payable on such dates in each year as may be stated and expressed in these Amended and Restated Articles of Incorporation or such articles of amendment to stockholders of record as of a date not to exceed forty (40) days and not less than ten (10) days preceding the dividend payment dates so fixed.

(2) (A) When dividends payable on any shares of the Preferred Stock at any time outstanding shall be in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, and thereafter until all dividends on any such Preferred Stock in arrears shall have been paid or declared and set apart for payment, the holders of Preferred Stock, voting together as a voting group, to the exclusion of the holders of Common Stock, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors (the "Preferred Directors"), and except as provided in subparagraph (B) below, the holders of Common Stock, voting together as a voting group, to the exclusion of the holders of Preferred Stock, shall be entitled to elect the remaining directors of the Corporation (the "Remaining Directors"). The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of the Preferred Directors, except that if the holders of Common Stock shall not have elected the Remaining Directors then, and only in that event, the directors of the Corporation in office just prior to the election of the Preferred Directors shall elect the Remaining Directors. Thereafter, while such arrearage continues, the Remaining Directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

(B) Accumulations of dividends on any shares of the Preferred Stock shall not bear interest. If and when all dividends in arrears on the Preferred Stock shall be paid in full, or declared and set apart for payment (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the vesting of such special voting right in the holders of the Preferred Stock, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like arrearage or arrearages in the payment of dividends thereon as described in subparagraph (A) above. When all dividends in arrears on the Preferred Stock shall have been paid in full, or declared and set apart for payment, the terms of office of all Preferred Directors shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the Remaining Directors.

(C) Except as provided in Article SEVENTH hereof, in case of any vacancy in the office of a director occurring among the Preferred Directors the remaining Preferred Directors by affirmative vote of a majority thereof, or the remaining Preferred Director, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the Preferred Director or Directors whose place or places shall be vacant. Likewise, except as provided in Article SEVENTH hereof, in case of any vacancy in the office of a director occurring among the Remaining Directors the holders of the Common Stock, by affirmative vote of a majority thereof, shall elect a successor or successors to hold office for the unexpired term or terms of the Remaining Director or Director whose place or places shall be vacant.

(D) Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors it shall be the duty of the President, a Vice-President or the Secretary of the Corporation to call and cause notice to be given to the stockholders entitled to vote at a meeting to be held at such time as the Corporation's officers may fix, not less than forty- five (45) nor more than ninety (90) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on any shares of Preferred Stock are in arrears in an amount equal to or greater than the aggregate dividends accumulated on the outstanding Preferred Stock in any period of twelve (12) months, the holders of Preferred Stock, voting together as a voting group, to the exclusion of holders of Common Stock, have the right to elect the smallest number of directors necessary to constitute a majority of the full Bard of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock, and (iii) either the entirety of this paragraph
(2) or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right to elect directors ("First Meeting"), the presence in person or by proxy of the holders of a majority of the votes entitled to be cast by the Common Stock shall be required to constitute a quorum of such voting group for the election of directors, and the presence in person or by proxy of the holders of a majority of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but the holders of a majority of the votes entitled to be cast by the Preferred Stock which are represented at the meeting shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for ("Adjourned Meeting"); and provided, further, that at such Adjourned Meeting the presence in person or by proxy of the holders of thirty-five percent (35%) of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group far the election of directors. In the event such First Meeting of stockholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such First Meeting shall have been adjourned, to cause notice of such Adjourned Meeting to be given to the stockholders entitled to vote thereat, such Adjourned Meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such First Meeting of stockholders, and shall further set forth that a quorum was not present at such First Meeting and that the holders of thirty-five percent (35%) of the votes entitled to be cast by the Preferred Stock shall be required to constitute a quorum of such voting group for the election of directors at such Adjourned Meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at such Adjourned Meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof, and until their successors shall have been, elected and shall qualify. Neither such First Meeting nor such Adjourned Meeting shall be held on a date within ninety (90) days before the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock shall have the right to elect Preferred Directors, the foregoing provisions of this paragraph (2) shall govern each Annual Meeting, or special meeting in lieu thereof, as if such Annual Meeting or special meeting were the First Meeting; provided that if at any adjourned annual meeting, or special meeting in lieu thereof, the holders of at least thirty- five percent (35%) of the votes entitled to be cast by the Preferred Stock shall not be represented at the meeting, all the directors shall be elected by a vote of the holders of the Common Stock of the Corporation represented at the meeting.

(3) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of at least two-thirds (2/3) of the votes entitled to be cast by the Preferred Stock, voting together as a voting group:

(A) create, authorize or issue any new stock which after issuance would rank prior to the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (7) below; provided, however, that any such new stock or security shall be issued within twelve (12) months after the vote of the Preferred Stock herein provided for authorizing the issuance of such new Stock or security; or

(B) amend, alter or repeal any of the rights, preferences or powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or powers; provided, however, that if such amendment, alteration or repeal affects adversely the rights, preferences or powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least two- thirds (2/3) of votes entitled to be cast by the shares of all series so affected, voting together as a voting group, shall be required; and provided, further, that an amendment to increase or decrease the authorized amount of Preferred Stock or to create or authorize or increase or decrease the amount of any class of stock ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets shall not be deemed to affect adversely the rights, preferences or powers of the holders of the Preferred Stock or any series thereof.

(4) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the votes entitled to be cast by the Preferred Stock, voting together as a voting group:

(A) merge or consolidate with or into any other corporation or sell or otherwise dispose of all or substantially all of its assets unless such merger, consolidation, sale or other disposition or the issuance or assumption of securities in the effectuation thereof shall have been ordered or approved under the Public Utility Holding Company Act of 1935, as amended, or as may be amended ("Public Utility Holding Company Act"):

(B) issue or assume any unsecured notes, debentures or other securities representing unsecured debt (other than for the purpose of refunding or renewing outstanding unsecured securities issued or assumed by the Corporation resulting in equal or longer maturities or redeeming or otherwise retiring all outstanding shares of the Preferred Stock) if immediately after such issue or assumption (i) the total outstanding principal amount of all unsecured notes, debentures or other securities representing unsecured debt of the Corporation will thereby exceed twenty percent (20%) of the aggregate of all existing secured debt of the Corporation and the capital stock, premiums thereon, and surplus of the Corporation, as stated on its books, or (ii) the total outstanding principal amount of all unsecured notes, debentures, or other securities representing unsecured debt of the Corporation of maturities of less than ten (10) years will thereby exceed ten percent (10%) of such aggregate. For the purposes of this subparagraph (B), the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the final maturity of any unsecured serial debt which had original maturities in excess of ten (10) years shall not be regarded as unsecured debt of a maturity of less than ten
(10) years until such payment shall be required to be made within three (3) years;

(C) issue, sell, or otherwise dispose of any shares of the Preferred Stock or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up (other than for the purpose of refinancing an equal par amount of the $100 or $25 Preferred Stock or an equal liquidation value amount of the Class A Preferred Stock or of stock ranking prior to or on a parity with the Preferred Stock as to dividends or distributions or in liquidation, dissolution, or winding up) unless the gross income of the Corporation for a period of twelve
(12) consecutive calendar months within a period of fifteen (15) calendar months immediately preceding the calendar month of the issuance, sale or disposition of such stock, determined in accordance with generally accepted accounting principles (but in any event after deducting all taxes and the greater of (i) the amount for said period charged by the Corporation on its books to depreciation expense or (ii) the largest amount then required to be provided therefor by any mortgage indenture of the Corporation), shall have been at least one and one-half times the sum of (a) the annual interest charges on all bonds, debentures, notes and other securities representing indebtedness of the Corporation and (b) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued computed at the initial rate applicable at the time of issuance; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares of the Preferred Stock or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions; and provided, further, that if any such indebtedness or stock bears interest or provides for dividends at a variable rate, then the interest or dividends on such indebtedness or stock shall be computed at the average annual rate in effect for such indebtedness or stock during the period of twelve (12) consecutive calendar months (or any portion thereof in which such indebtedness or stock is outstanding) being used for the calculation of gross income, and if such indebtedness or stock has been issued after the end of such twelve (12) consecutive calendar months, then computed at the initial rate applicable at the time of issuance; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or

(D) issue, sell, or otherwise dispose of any shares of the Preferred Stock, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution or winding up of the Corporation in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (D), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock Equity (as in paragraph (8) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding' up of the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding.

(5) Each holder of Common Stock of the Corporation shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article FIFTH and as may otherwise be required by law, the holders of Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to those matters upon which holders of Common Stock, the Class A Preferred Stock, the $100 Preferred Stock and the $25. Preferred Stock are entitled to vote as separate voting groups, each holder of such stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation. As to those matters upon which holders of the Class A Preferred Stock, the $100 Preferred Stock, and the $25 Preferred Stock shall be required to vote as a single voting group, each holder of Class A Preferred Stock shall be entitled to the number of votes per share produced by dividing the liquidation value of such share by $100, each holder of $100 Preferred Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (l/4) vote for each share of such stock standing in his name on the books of the Corporation. As to those matters upon which the holders of Common Stock and the holders of Preferred Stock shall be required to vote together as a single voting group, each holder of Common Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, each holder of Class A Preferred Stock shall be entitled to the number of votes per share produced by dividing the liquidation value of such share by $100, each holder of $100 Preferred Stock shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (l/4) vote for each share of such stock standing in his name on the books of the Corporation.

(6) In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock, all shares of which then outstanding being treated pari passu, shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up that may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency, or instrumentality thereof, or
(iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock, all shares of which then outstanding being treated pari passu, shall also have a preference over the Common Stock until the full par value thereof, in the case of the $100 Preferred Stock and the $25 Preferred Stock, and the full liquidation value thereof, in the case of the Class A Preferred Stock, and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution.

(7) (A) The Corporation may at any time (except to the extent redemption is restricted herein or in the Articles of Amendment creating a series of the Preferred Stock) redeem all of any series of the Preferred Stock or may from time to time (except to the extent so restricted) redeem any part thereof, by paying in cash the redemption price then applicable thereto as stated and expressed with respect to such series herein or in the articles of amendment providing for the issue of such shares, plus, in each case, an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date of redemption to each holder of record of Preferred Stock to be redeemed, at his last known address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) days' notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and, in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or the publication of such notice as aforesaid or at any time thereafter prior to the date of redemption, the Corporation. may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of Little Rock, Arkansas, or in the City of Pine Bluff, Arkansas, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to such shares, but shall be entitled only to receive such moneys from such bank or trust company deposited as in this paragraph (7) provided, on endorsement and surrender of their certificates, as aforesaid. Such moneys may be invested in such securities as are then legal investments for such bank or trust company and the earnings, if any, thereon shall be paid to or at the direction of the Corporation. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of four (4) years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be deemed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, as above stated, for the redemption of such shares and so paid to the Corporation. The Corporation shall not be obligated to keep such moneys repaid to the Corporation separate and apart from other funds of the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued as part of the same series as originally issued, but shall revert to the status of authorized but unissued shares of Preferred Stock of the same class, which may thereafter be reissued as part of a new series of preferred stock of the same class in accordance with the terms of these Amended and Restated Articles of Incorporation. If less than all of the shares of a series of the Preferred Stock are to be redeemed, the shares thereof to be redeemed, unless otherwise provided in these Amended and Restated Articles of Incorporation or the articles of amendment creating such series, shall be selected by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation.

(B) Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that if at any time it shall have failed to pay dividends in full on any outstanding shares of the Preferred Stock, thereafter and until dividends in full on all shares of the Preferred Stock outstanding shall have been paid, or declared and set aside for payment, for all past quarter-yearly dividend periods, it shall not (i) acquire any shares of the Preferred Stock (except by redemption of all shares of the Preferred Stock) unless approval is obtained under the Public Utility Holding Company Act, or (ii) make any payment or set aside any funds for payment into any sinking fund for the purchase or redemption of any shares of the Preferred Stock unless approval is obtained under the Public Utility Holding Company Act. Any shares of the Preferred Stock so redeemed, purchased or acquired shall not be reissued as part of the same series as originally issue, but shall revert to the status of authorized but unissued shares of Preferred Stock of the same class, which shares may thereafter be reissued as part of a new series of Preferred Stock of the same class in accordance with the terms of these Amended and Restated Articles of Incorporation.

(8) For the purposes of this paragraph (8) and subparagraph (D) of paragraph (4) the term "Common Stock Equity" shall mean the aggregate of (i) the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, (ii) the premium on such junior stock and (iii) the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves) (a) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (b) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (c) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock of the Corporation over the aggregate par or stated value thereof and any premiums thereon, and (d) the excess, if any for the period beginning with January 1, 1954 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements), over the amount charged by the Corporation on its books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (8): (i) the term "Total Capitalization" shall mean the sum of the Common Stock Equity plus item (c) in this paragraph (8) plus the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, plus the principal amount of all outstanding bonds, debentures, notes and other securities representing indebtedness of the Corporation maturing more than twelve months after the date of the determination of the Total Capitalization; and (ii) the term "dividends on Common Stock" shall include dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

(A) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty percent (20%) of Total Capitalization, the Corporation shall not declare such dividend in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds fifty percent (50%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividend is declared, except that the Corporation may at any time declare a dividend in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (A) could have been, and have not been, declared; and

(B) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than twenty-five percent (25%) but not less than twenty percent (20%) of Total Capitalization, the Corporation shall not declare such dividend on the Common Stock in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds seventy-five percent (75%) of the net income of the Corporation available for dividends on the Common Stock for the twelve (12) full calendar months immediately preceding the month in which such dividend is, declared, except that the Corporation may at any time declare dividends in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (A) and in this subparagraph (B) could have been, and have not been, declared; and

(C) At any time when the Common Stock Equity is twenty-five percent (25%) or more of Total Capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below twenty- five percent (25%) of Total Capitalization, except to the extent provided in subparagraphs (A) and (B) above.

At any time when the aggregate of all amounts credited subsequent to January 1, 1954 to the depreciation reserve account of the Corporation through charges to operating revenue deductions or otherwise on the books of the Corporation (other than transfers out of the balance of surplus as of December 31, 1953) shall be less than the amount computed as provided in clause (i) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (A) and (B) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (i) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January l, 1954 to and including any such twelve-month period, less (ii) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January l, 1954 up to but excluding any such twelve-month period; provided that in the event any company is merged into the Corporation the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation" shall be exclusive of amounts provided for such property prior to the merger.

(9) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the date(s) after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of any series of the Preferred Stock, but whenever (a) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid and (b) all payments shall have been made or funds shall have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of any series of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of funds legally available for payment of dividends. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, the Common Stock (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.

(10) Subject to the limitations hereinabove set forth, the Corporation, from time to time, may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors.

(11) Subject to the limitations hereinabove set forth, the Corporation, in order to acquire funds with which to redeem any outstanding Preferred Stock of any class, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.

(12) Subject to the limitations hereinabove set forth, and except to the extent that conversions, participations or other special rights are established with respect to any series of Preferred Stock by the Board of Directors as hereinabove provided, the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular part of the outstanding Preferred Stock of any class, with the consent of the holders thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds (2/3) of the votes represented by shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the Bylaws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock of any class into or for Common Stock or authorize the conversion or. exchange of any Preferred Stock of any class into or for Preferred Stock of any other class if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased.

(13) A consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Amended and Restated Articles of Incorporation.

(14) If any provision in this Article FIFTH shall be in conflict or inconsistent with any other provision of these Amended and Restated Articles of Incorporation, the provisions of this Article FIFTH shall prevail and govern.

(15) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any stock of the Corporation authorized by these Amended and Restated Articles of Incorporation or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation.

(16) 70,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) be designated "4.32% Preferred Stock, Cumulative, $100 Par Value";

(B) have a dividend rate of $4.32 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be July 1, 1954 and such dividend date to be July 1, 1954 and such dividends to be cumulative from April 1, 1954; and

(C) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $106.147 per share if redeemed on or before April 1, 1959 and on or before April 1, 1964, and of $103.647 per share if redeemed after April 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption.

(17) 93,500 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) be designated "4.72% Preferred Stock, Cumulative, $100 par value";

(B) have a dividend rate of $4.72 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1955 and such dividends to be cumulative from April 1, 1955;

(C) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $109.50 per share if redeemed on or before April 1, 1960, of $108.50 per share if redeemed after April 1, 1960 and on or before April 1, 1965, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and

(D) be issued for cash or on a share for share basis for shares of the $7 Preferred Stock and $6 Preferred Stock of the Corporation which may be converted into or exchanged for such shares of 4.72% Preferred Stock, Cumulative, $100 par value, with a cash adjustment of $5.36 per share to be given to the holders of the $7 Preferred Stock and a cash adjustment of $5.20 per share to be given to the holders of $6 Preferred Stock so converting or exchanging.

(18) 75,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) be designated "4.56% Preferred Stock, Cumulative, $100 par value";

(B) have a dividend rate of $4.56 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be January 1, 1965 and such dividends to be cumulative from October 1, 1964; and

(C) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock, Cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $105.89 per share if redeemed on or before October 1, 1969, or $104.33 per share if redeemed after October 1, 1969 and on or before October 1, 1974, and of $102.83 per share if redeemed after October 1, 1974, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(19) 75,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) consist of 75,000 shares to be designated "4.56% Preferred Stock, Cumulative, $100 par value (1965 Series)":

(B) have a dividend rate of $4.56 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1965, and such dividends to be cumulative from April 1, 1965; and

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $105.56 per share if redeemed on or before April 1, 1970, of $104.00 per share if redeemed after April 1, 1970 and on or before April 1, 1975, and of $102.50 per share if redeemed after April 1, 1975, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(20) 100,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) be designated "6.08% Preferred Stock, cumulative, $100 par value";

(B) have a dividend rate of $6.08 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be January 1, 1967 and such dividends to be cumulative from October 1, 1966; and

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $107.41 per share if redeemed on or before October 1, 1971, of $104.33 per share if redeemed after October 1, 1971 and on or before October 1, 1976, and of $102.83 per share if redeemed after October 1, 1976 in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(21) 100,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) be designated "7.32% Preferred Stock, cumulative, $100 par value";

(B) have a dividend rate of $7.32 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be April 1, 1969 and such dividends to be cumulative from January 1, 1969; and

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.99 per share if redeemed on or before January 1, 1974, of $104.67 per share if redeemed after January 1, 1974 and on or before January 1, 1979, and of $103.17 per share if redeemed after January 1, 1979, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(22) 150,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) be designated "7.80% Preferred Stock, cumulative, $100 par value";

(B) have a dividend rate of $7.80 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1972 and such dividends to be cumulative from April 13, 1972; and

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $109.10 per share if redeemed on or before April 1, 1977 (except that no share of the 7.80% Preferred Stock shall be redeemed before April 1, 1977 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.80%A Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.785% per annum, of $107.15 per share if redeemed after April 1, 1977, and on or before April 1, 1982, of $105.20 per share if redeemed after April 1, 1982, and on or before April 1, 1987, and of $103.25 per share if redeemed after April 1, 1987, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(23) 200,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) consist of 200,000 shares to be designated "7.40% Preferred Stock, cumulative, $100 par value";

(B) have a dividend rate of $7.40 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be April 1, 1973, for the period commencing December 14, 1972, to and including March 31, 1973, and such dividends to be cumulative from December 14, 1972; and

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.35 per share if redeemed on or before December 1, 1977 (except that no share of the 7.40% Preferred Stock shall be redeemed before December 1, 1977, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.40% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.3795% per annum, of $106.50 per share if redeemed after December 1, 1977 and on or before December 1, 1982 of $104.65 per share if redeemed after December 1, 1982, and on or before December 1, 1987, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(24) 150,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) consist of 150,000 shares to be designated "7.88% Preferred Stock, cumulative, $100 par value";

(B) have a dividend rate of $7.88 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be April 1, 1974, for the period commencing December 6, 1973, to and including March 31, 1974, and such dividends to be cumulative from December 6, 1973; and

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.91 per share if redeemed on or before December 1, 1978 (except that no share of the 7.88% Preferred Stock shall be redeemed before December 1, 1978, if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 7.88% Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 7.853% per annum, of $106.94 per share if redeemed after December 1, 1978 and on or before December 1, 1983 of $104.97 per share if redeemed after December 1, 1983, and on or before December 1, 1988, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption;

(25) 1,600,000 shares of the Corporation's $25 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $25 Preferred Stock of the Corporation which shall:

(A) consist of 1,600,000 shares to be designated "9.92% Preferred Stock, cumulative, $25 par value" and hereinafter be referred to as "2nd 1979 Series Preferred Stock";

(B) have a dividend rate of $2.48 per share per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year, the first dividend date to be October 1, 1979, and such dividends to be cumulative from June 28, 1979;

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $28.18 per share if redeemed on or before June 1, 1984 (except that no share of the 2nd 1979 Series Preferred Stock shall be redeemed before June 1, 1984, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice ) or such stock has an effective dividend cost to the Company (so computed) of less than 9.8086 per annum), of $27.56 per share if redeemed after June 1, 1984, and on or before June 1, 1989, of $26.94 per share if redeemed after June 1, 1989, and on or before June 1, 1994, and of $26.32 per share if redeemed after June 1, 1994, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; and

(D) be subject to redemption as and for a sinking fund as follows:

On June 1, 1984 and on each June 1 thereafter (each such date being hereinafter referred to as a "2nd 1979 Series Sinking Fund Redemption Date"), for so long as any shares of the 2nd 1979 Series Preferred Stock shall remain outstanding, the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, 80,000 shares of the 2nd 1979 Series Preferred Stock (or the number of shares then outstanding if less than 80,000) at the sinking fund redemption price of $25 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem the shares of the 2nd 1979 Series Preferred Stock being hereinafter referred to as the "2nd 1979 Series Sinking Fund Obligation") . The 2nd 1979 Series Sinking Fund Obligation shall be cumulative. If on any 2nd 1979 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 2nd 1979 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive 2nd 1979 Series Sinking Fund Redemption Date until such shares shall have been redeemed. Whenever on any 2nd 1 97g Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 2nd 1979 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 2nd 1979 Series Preferred Stock (such Obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 2nd 1979 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 2nd 1979 Series Sinking Fund Obligation to such Total Sinking Fund Obligation. In addition to the 2nd 1979 Series Sinking Fund Obligation, the Company shall have the option, which shall be non- cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $25 par value, in said Agreement of Consolidation or Merger, as amended, on each 2nd 1979 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 80,000 additional shares of the 2nd 1979 Series Preferred Stock. The Company shall be entitled, at its election, to credit against its 2nd 1979 Series Sinking Fund Obligation on any 2nd 1979 Series Sinking Fund Redemption Date any shares of the 2nd 1979 Series Preferred Stock (including shares of the 2nd 1979 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)) theretofore redeemed, other than shares of 2nd 1979 Series Preferred Stock redeemed pursuant to the 2nd 1979 Series Sinking Fund Obligation, purchased or otherwise acquired and not previously credited against the 2nd 1979 Series Sinking Fund Obligation;

(26) 500,000 shares of the Corporation's $100 Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the $100 Preferred Stock of the Corporation which shall:

(A) consist of 500,000 shares to be designated "8.52% Preferred Stock, cumulative, $100 par value" and hereinafter to be referred to as the "1986 Series Preferred Stock";

(B) have a dividend rate of $8.52 per share per annum payable quarterly on January 1, April 1, July 1, and October 1, of each year, the first dividend date to be January 1, 1987, and such dividends to be cumulative from the date of issuance;

(C) be subject to redemption in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, at the price of $108.52 per share if redeemed on or before November 1, 1991 (except that no share of the 1986 Series Preferred Stock shall be redeemed before November 1, 1991, if such redemption is for the purpose of or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Company or through the use, directly or indirectly, of funds derived through the issuance by the Company of stock ranking prior to or on a parity with the 1986 Series Preferred Stock as to dividends or assets, if such borrowed funds have an effective interest cost to the Company (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Company (so computed) of less than 8.780% per annum), of $106.39 per share if redeemed after November 1, 1991, and on or before November 1, 1996, of $104.26 per share if redeemed after November 1, 1996, and on or before November 1, 2001, and of $102.13 per share if redeemed after November 1, 2001, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemptions and

(D) be subject to redemption as and for a sinking fund as follows: on November 1, 1991 and on each November 1 thereafter (each such date bring hereinafter referred to as a 1986 Series Sinking Fund Redemption Date"), for so long as any shares of the 1986 Series Preferred Stock shall remain outstanding,; the Company shall redeem, out of funds legally available therefor and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, 25,000 shares of the 1986 Series Preferred Stock (or the number of shares then outstanding if less than 25,000) at the sinking fund redemption price of $100 per share plus, as to each share so redeemed, an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date of redemption (the obligation of the Company so to redeem such shares of the 1986 Series Preferred Stock being hereinafter referred to as the "1986 Series Sinking Fund Obligation"); the 1986 Series Sinking Fund Obligation shall be cumulative; if on any 1986 Series Sinking Fund Redemption Date, the Company shall not have funds legally available therefor sufficient to redeem the full number of shares required to be redeemed on that date, the 1986 Series Sinking Fund Obligation with respect to the shares not redeemed shall carry forward to each successive l986 Series Sinking Fund Redemption Date until such shares shall have been redeemed; whenever on any 1986 Series Sinking Fund Redemption Date, the funds of the Company legally available for the satisfaction of the 1986 Series Sinking Fund Obligation and all other sinking fund and similar obligations then existing with respect to any other class or series of its stock ranking on a parity as to dividends or assets with the 1986 Series Preferred Stock (such obligation and obligations collectively being hereinafter referred to as the "Total Sinking Fund Obligation") are insufficient to permit the Company to satisfy fully its Total Sinking Fund Obligation on that date, the Company shall apply to the satisfaction of its 1986 Series Sinking Fund Obligation on that date that proportion of such legally available funds which is equal to the ratio of such 1986 Series Sinking Fund Obligation to such Total Sinking Fund Obligation; in addition to the 1986 Series Sinking Fund Obligation, the Company shall have the option, which shall be non-cumulative, to redeem, upon authorization of the Board of Directors and otherwise in the manner provided with respect to the Company's Preferred Stock, cumulative, $100 par value, in said Agreement of Consolidation or Merger, as amended, on each 1986 Series Sinking Fund Redemption Date, at the aforesaid sinking fund redemption price, up to 25,000 additional shares of the 1986 Series Preferred Stock; the Company shall be entitled, at its election, to credit against its 1986 Series Sinking Fund Obligation on any 1986 Series Sinking Fund Redemption Date any shares of the 1986 Series Preferred Stock, (including shares of the 1986 Series Preferred Stock optionally redeemed pursuant to this paragraph (d)), theretofore redeemed (other than shares of the 1986 Series Preferred Stock redeemed pursuant to the 1986 Series Sinking Fund Obligation) purchased or otherwise acquired and not previously credited against the 1986 Series Sinking Fund Obligation; and further

(27) 600,000 shares of the Corporation's Class A Preferred Stock authorized in paragraph (a) of this Article FIFTH shall consist of a series of the Class A Preferred Stock of the Corporation which shall:

(A) be designated "$l.96 Preferred Stock, Cumulative, $0.01 Par Value (Involuntary Liquidation Value $25)" and hereinafter be referred to as the "1992 Series Preferred Stock";

(B) have a price payable on involuntary liquidation, dissolution or winding up of the Corporation of $25 per share;

(C) have a dividend rate of $1.96 per share per annum payable quarterly on January 1, April 1, July 1 and October 1 of each year, the first dividend date to be July 1, 1992, and such dividends to be cumulative from June 3, 1992; and

(D) be subject to redemption in the manner provided with respect to the Corporation's Preferred Stock in the Corporation's Amended and Restated Articles Or Incorporation at the price of $25 per share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 1992 Series Preferred Stock shall be redeemed on or before July 1, 1997; however, such price of $25 per share is established notwithstanding such limitation on redemption as the current redemption price for the period on or before July 1, 1997 for purposes of subparagraph (6) of paragraph (c) of Article FIFTH).

SIXTH: Director Conflict of Interest.

(a) A conflict of interest transaction is a transaction with the Corporation in which a director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the Corporation solely because of the director's interest in the transaction if any one of the following is true:

(1) The material facts of the transaction and the director's interest were disclosed or known to the Board of Directors or a committee of the Board of Directors and the Board of Directors or committee authorized, approved, or ratified the transaction

(2) The material facts of the transaction and the director's interest were disclosed or known to the holders of Common Stock and the transaction was authorized, approved, or ratified by the vote of the holders of a majority of the votes entitled to be cast by the Common Stock; or

(3) The transaction was fair to the Corporation.

(b) For purposes of this Article SIXTH, a director of the Corporation has an indirect interest in a transaction and the transaction should be considered by the Board of Directors of the Corporation if:

(1) Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction; or

(2) Another entity of which the director is a director, officer, or trustee is a party to the transaction.

SEVENTH: Board of Directors.

(a) The affairs and business of the Corporation shall be conducted and controlled by a Board of Directors, and the number of directors which shall constitute the whole Board shall be such as from time to time shall be fixed by resolution adopted by the holders of Common Stock or by the Board of Directors, but in no case shall the number of directors be less than three (3) nor more than fifteen (15). Directors shall be elected by the holders of Common Stock except as provided in Article FIFTH (c)
(2) at each annual meeting of the stockholders and each director so elected shall hold office until the next annual meeting of the stockholders or until his successor is elected and qualified, except as herein provided. All stockholders entitled to vote for the election of directors may cumulate their votes for directors. Any or all directors elected by the holders of Common Stock may at any time be removed without cause by the vote of the holders of a majority of the votes entitled to be cast by the Common Stock given at a meeting called for the purpose of considering such action, and the successor of any director so removed shall be elected by the holders of Common Stock at such meeting or at a later meeting. Any or all directors elected by the holders of Preferred Stock may at any time be removed without cause by the vote of the holders of a majority of the votes entitled to be cast by the Preferred Stock given at a meeting called for the purpose of considering such action, and the successor of any director so removed shall be elected by the holders of Preferred Stock at such meeting or at a later meeting; provided, however, a director may not be removed without cause if the number of votes sufficient to elect him under cumulative voting is voted against his removal. Except as provided in Article FIFTH (c) (2), vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled as provided in the By-Laws. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to participate in the filling of such vacancy. If the number of directors is decreased then to the extent that the decrease does not exceed the number of vacancies in the Board then existing, such resolution may provide that it shall become effective forthwith, and to the extent that the decrease does exceed such number of vacancies, such resolution shall provide that it shall not become effective until the next election of directors by the stockholders. The Board of Directors shall have power to hold their meetings, to have one or more offices and to keep the corporate books (except such books as are required by law to be kept within the state of Arkansas) outside of the State of Arkansas at such places as may from time to time be designated by them. The Board of Directors shall elect individuals to occupy executive offices as provided in the By-Laws.

(b) The Board of Directors shall have power to authorize and cause to be executed mortgages or deeds of trust which shall cover and create a lien upon, or otherwise encumber, all or any part of the property of the Corporation of whatsoever kind and wheresoever situated whether then owned or thereafter acquired and to provide in any such mortgage or deed of trust that the amount of bonds or other evidences of indebtedness to be issued thereunder and to be secured thereby shall be limited to a definite amount or limited only by the conditions therein specified and to issue or cause to be issued by the Corporation the bonds or other evidences of indebtedness to be secured thereby.

EIGHTH: Limitation of Director Liability.

(a) To the fullest extent permitted by the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, or any other applicable law presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for or with respect to any acts or omissions in the performance of his duties.

(b) Any repeal or modification of the foregoing subparagraph by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

NINTH: Indemnification.

(a) Every person who is or was an officer, director or employee of the Corporation and who also is or was a party or is threatened to be made a party to or is involved in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative or by or in the right of the Corporation, by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and. held harmless to the fullest extent legally permissible under and pursuant to the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, but in the case of any such amendment, only to the extent that such amendment permits the Corporation to give broader indemnification rights than said law permitted the Corporation to provide prior to such amendment. Such right of indemnification shall be a contract right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such director, officer or employee may have or hereafter acquire and, without limiting the generality of such statement, he shall be entitled to his rights of indemnification under any agreement, vote of shareholders, provision of law, or otherwise, as well as his rights under this Article NINTH.

(b) Expenses incurred by any person who is or was an officer, director or employee of the Corporation in defending a civil, criminal, administrative, or investigative action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the Corporation or was serving at the Corporation's request as a director or officer of another corporation or as its representative in a partnership, joint venture, trust or other enterprise shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to the fullest extent legally permissible under and pursuant to the Arkansas Business Corporation Act, as currently in effect or as hereafter may be amended or modified, but in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader rights to payment of expenses than said law permitted the Corporation to provide prior to such amendment. Such right to payment of expenses shall be a contract right that may be enforced in any lawful manner by such person.

(c) If any provision of this Article NINTH or the application thereof to any person or circumstance is adjudicated invalid, such invalidity shall not affect other provisions or applications of this Article NINTH which lawfully can be given without the invalid provision or application.

TENTH: Bylaws. The present by-laws of the Corporation shall continue to be the by-laws of the Corporation until changed or amended as therein or herein or by law provided.

ELEVENTH: Incorporators. The names of the incorporators of the Corporation, as set forth in the Agreement of Consolidation or Merger dated October 13, 1926, which information is provided herein for informational purposes only, are as follows:

                     C. D. Cherry
                     W. H. Holmes
                      Ray Gibson

DATED:    November 11, 1999

                              Entergy Arkansas, Inc.


                              /s/ Steven C. McNeal
                              Steven C. McNeal
                              Vice President and
                              Treasurer


                              /s/ Christopher T. Screen
                              Christopher T. Screen
                              Assistant Secretary

RESTATED ARTICLES OF INCORPORATION
of
ENTERGY GULF STATES, INC.

ARTICLE I.

The name of the Corporation is "ENTERGY GULF STATES, INC.".

ARTICLE II.

The purposes for which the Corporation is formed are the generation, manufacture, transportation, distribution, supply and sale of electric current, light and power to the public; the production, manufacture and purchase of gas and the transportation, distribution, sale and supply of gas to the public; the purchase, generation, manufacture, transportation, distribution and sale of steam; the doing of all such things as may be necessary or convenient in carrying out any and all of the foregoing purposes.

The foregoing shall be construed as objects, purposes and powers, and it is hereby expressly provided that neither the foregoing specific enumeration nor anything in these Articles of Incorporation contained shall be deemed to limit or exclude any power, right or privilege not permitted by the laws of the State of Texas, for the purposes for which the Corporation is organized.

ARTICLE III.

The places where the business of the Corporation is to be transacted are in Jefferson County, Texas, and elsewhere within or without the State of Texas and its principal office is to be located in the City of Beaumont, Jefferson County, State of Texas.

The post office address of the registered office of the Corporation is 350 Pine Street, Beaumont, Texas, 77701 and the name of its registered agent at such address is Jerry Wright.

ARTICLE IV.

The period of duration of the Corporation is perpetual.

ARTICLE V.

The number of Directors of the Corporation shall not be less than three (3) and not more than the number fixed from time to time by the Bylaws of the Corporation. The names and addresses of the persons who initially served as Directors from the date of filing of the original Articles of Incorporation on August 25, 1925 until their successors were elected and qualified were: J. G. Holtzclaw and Y. D. Carroll of Beaumont, Jefferson County, Texas, and Palmer Hutcheson of Houston, Harris County, Texas.

            Class                       Par Value         Authorized
                                                            Shares
Preferred Stock -- $100 par value     $100                 6,000,000
Preferred Stock - without par value   Without par value   10,000,000
Preference Stock                      Without par value   20,000,000
Common Stock                          Without par value  200,000,000

References in these Articles of Incorporation to "Preferred Stock" shall refer to both classes of Preferred Stock except where otherwise indicated.

B. The Corporation has received for shares issued consideration in excess of $1,000 consisting of money paid, labor done, or property actually received.

C. Subject to limitations in the Articles of Incorporation, any shares of stock of the Corporation now and hereafter authorized may be issued and disposed of by the Board of Directors of the Corporation at any time or from time to time for such consideration in the form of money paid, labor done, or property actually received as may be fixed at any time or from time to time by the Board of Directors, provided, that as to any of such shares with par value the consideration so to be received shall not be less than the par value thereof; and authority so to fix such consideration is hereby granted by the stockholders to the Board of Directors; and any and all shares so issued and disposed of shall be fully paid and nonassessable.

D. The aggregate number of shares which the Corporation shall have authority to issue may be increased or decreased at any time or times in any manner then prescribed or permitted by existing laws of Texas, subject, however, to the provisions of these Articles of Incorporation.

E. The descriptions of the different classes of capital stock of the Corporation and the preferences, designations, relative rights, privileges and powers of, and the restrictions, limitations or qualifications on, said classes of stock are as follows:

PREFERRED STOCK.

1. Series and Limits of Variations Between Series of the Preferred Stock. Subject to the provisions of this Article VI setting forth the provisions of the established series of Preferred Stock--$100 Par Value (which said provisions, however, shall not continue effective as to any shares which are redeemed or repurchased and restored to the status of authorized but unissued shares of such class), each class of Preferred Stock may be issued in one series or divided into and issued in more than one series from time to time as herein provided. Series shall be established by the Board of Directors. The authorized number of shares of any such series, the designation of such series, the relative rights and preferences thereof and the terms and characteristics thereof (in those respects in which the shares of one series may vary from the shares of other series as herein provided) shall be fixed and determined at any time prior to the issuance thereof by resolution or resolutions of the Board of Directors of the Corporation. All shares of each series shall be alike in every particular. Preferred Stock of all series within each class shall be of equal rank and shall be identical in all respects, except in the following particulars:

(a) The designation of such series, which may be by distinguishing number, letter or title;

(b) The rate at which dividends are to accrue on the shares of such series, hereinafter referred to as the "fixed dividend rate";

(c) The terms and conditions on which the shares of such series may be redeemed and the amount payable in respect of the shares of such series in case of the redemption thereof at the option of the Corporation, the amount so fixed being hereinafter referred to as the "fixed redemption price", and the amount payable in respect of the shares of such series in case of the redemption thereof for any sinking fund for such series, which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action;

(d) The amount payable in respect of the shares of such series in case of liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in any distribution of its assets to its Common Stockholders, the amount so fixed being hereinafter referred to as the "fixed liquidation price", and the amount payable, if any, in addition to the fixed liquidation price for each series in case such liquidation, dissolution, winding up, reduction or decrease be voluntary, the amount so fixed being hereinafter referred to as the "fixed liquidation premium", which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action;

(e) Any requirement as to any sinking fund or purchase fund for, or the redemption, purchase or other retirement by the Corporation of, the shares of such series;

(f) The right, if any, to convert the shares of such series into shares of any other series of such class of Preferred Stock or into shares of any other class of stock of the Corporation and the rate or basis, time, manner, terms and conditions of conversion or the method by which the same shall be determined; and

(g) With respect to series of Preferred Stock--without par value, and only such class, the voting rights of the shares of such series; provided that the vote per share fixed for the shares of any series of such class on such issues as to which it is given voting rights by these Articles of Incorporation or by law may not exceed one one-hundredth of a vote per dollar of consideration per share fixed by the Board of Directors for such shares upon original issuance of such series which shall constitute the stated capital value of such share. Each share of Preferred Stock--$100 Par Value shall have one vote per share on such issues as to which it is given voting rights by these Articles of Incorporation or by law.

2. Dividends on the Preferred Stock. Out of the assets of the Corporation available for dividends, the holders of each series of Preferred Stock at the time outstanding shall be entitled to receive, if and when declared payable by the Board of Directors, dividends in lawful money of the United States of America at, but not exceeding, the fixed dividend rate for the particular series, payable quarterly on March 15, June 15, September 15 and December 15 in each year, before any dividends (other than a dividend payable in Common Stock of the Corporation) shall be paid upon or set apart for the Common Stock; and such dividends on each series of Preferred Stock shall be cumulative, so that, if in any past dividend period or periods full dividends upon each series of outstanding Preferred Stock at the fixed dividend rate or rates therefor shall not have been paid, the deficiency (without interest) shall be paid or declared and set apart for payment before any dividends shall be paid upon or set apart for the Common Stock. Dividends on all shares of Preferred Stock of each series of both classes, other than the shares of the $4.40 Dividend Preferred Stock-- $100 Par Value (issued in 1944) and $4.50 Dividend Preferred Stock-- $100 Par Value (issued in 1947), shall commence to accrue and be cumulative from the dividend date for such series next preceding the date of issue of the initial shares of such series, or from said date of issue, if that be a dividend date; but in the event of the issue of additional shares of Preferred Stock of any series, subsequent to the date of the initial issue of shares of such series, all dividends paid on Preferred Stock of such series prior to the issue of such additional shares, and all dividends declared payable to the holders of record of Preferred Stock of such series at a date prior to such issue, shall be deemed to have been paid in respect of the additional shares so issued, and in the event any shares of Preferred Stock of any series are issued on any date other than a dividend date, any dividends accrued and cumulated from the dividend date next preceding the date of issue to the date of issue shall be deemed for all purposes to have been paid in respect of all such shares so issued and the dividend payable thereon on the next dividend date shall be reduced by the amount so deemed to have been paid. Any dividends declared or paid on Preferred Stock in an amount less than full cumulative dividends accrued or in arrears upon all Preferred Stock outstanding shall, if more than one series be outstanding, be divided among the different series in both classes then outstanding in proportion to the aggregate amounts which would be distributable to Preferred Stock of each series if full cumulative dividends were declared and paid thereon.

3. Preference of Preferred Stock on Liquidation, etc. In the event of any liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation, the holders of Preferred Stock of each series in both classes then outstanding shall be entitled to receive, for each share thereof, the fixed liquidation price for such series, plus, in case such liquidation, dissolution, winding up, reduction or decrease shall have been voluntary, the fixed liquidation premium for such series, if any, together in all cases with all dividends accrued or in arrears thereon, before any distribution of the assets shall be made to the holders of the Common Stock; but the holders of Preferred Stock shall be entitled to no further participation in such distribution. If upon any such liquidation, dissolution, winding up, reduction or decrease, the assets distributable among the holders of Preferred Stock shall be insufficient to permit the payment of the full preferential amounts aforesaid, then the entire assets of the Corporation to be distributed shall be distributed among the holders of each series in both classes of Preferred Stock then outstanding, ratably in proportion to the full preferential amounts to which they are respectively entitled. As used in this Article the expression "dividends accrued or in arrears" means, in respect of each share of Preferred Stock of any series, that amount which shall be equal to simple interest upon the par or stated value at an annual rate equal to the percentage that the fixed dividend rate for such series is of the par or stated value, from the date from which cumulative dividends thereon commence to accrue to the date as of which the computation is to be made, less the aggregate amount (without interest thereon) of all dividends theretofore paid (or deemed to have been paid) or declared and set aside for payment in respect thereof. A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or the repurchase or redemption of Preferred Stock in accordance with the provisions of Paragraph 4 below, or the purchase of Common Stock in accordance with the provisions of Paragraph 14 below, whether or not the Preferred or Common Stock so redeemed or repurchased shall be retired, shall not be regarded as a "liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation" within the meaning of this Paragraph 3.

4. Redemption and Repurchase of Preferred Stock. The Corporation may, at its option expressed by vote of its Board of Directors, at any time or from time to time, redeem the whole or any part of either or both classes of Preferred Stock or of any series thereof at the fixed redemption price for such series, together with the amount of any dividends accrued or in arrears thereon to the date of such redemption. Notice of any proposed redemption of any series of Preferred Stock shall be given by publication at least once in a newspaper printed in the English language and customarily published on each business day and of general circulation in each of the City of Beaumont, State of Texas, and the Borough of Manhattan, City and State of New York, the publication in each such newspaper to be at least 30 days, and not more than 60 days, prior to the date fixed for such redemption. As a matter of courtesy, but not a matter of right, the Corporation may mail a copy of such notice to the holders of record of each series of Preferred Stock to be redeemed, at their respective addresses then appearing on the books of the Corporation, to the extent that they may lawfully do so; but neither failure to mail such copy nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of each series of Preferred Stock so to be redeemed. Any such redemption of any series of Preferred Stock shall be in such amount, at such places and by such method, whether by lot or pro rata, as shall from time to time be determined by vote of its Board of Directors. From and after the date fixed in any such notice as the date of redemption, unless default shall be made by the Corporation in providing funds sufficient for such redemption at or before the time and at the place specified for the payment thereof pursuant to said notice, all dividends on the shares called for redemption shall cease to accrue; and from and after the date so fixed, unless default be made as aforesaid, or from and after the date of the earlier deposit by the Corporation in trust, with a bank or trust company having an aggregate capital and surplus of at least $5,000,000 and doing business in the Borough of Manhattan, City and State of New York, or in the City of Boston, Commonwealth of Massachusetts, of funds sufficient for such redemption (a statement of the intention so to deposit having been included in said notice) all rights of the holders of the shares so called for redemption as stockholders of the Corporation, except only the right to receive, without interest, when due the redemption funds to which they are entitled, shall cease and determine. Any funds so deposited which shall remain unclaimed by the holders of such Preferred Stock at the end of six (6) years after the redemption date, together with any interest thereon that shall have been allowed by the bank or trust company with which the deposit shall have been made, shall be paid by it to the Corporation to be held by the Corporation for such holders. The Corporation may also from time to time repurchase shares of its Preferred Stock at not exceeding the price at which the same may be redeemed. Shares of Preferred Stock of either class redeemed or repurchased by the Corporation shall be restored to the status of authorized but unissued shares of such class of Preferred Stock without designation thereof and may from time to time be reissued as provided in Paragraph 1 of this Article VI.

5. Restrictions on Certain Corporation Action. So long as any shares of any series of such class of Preferred Stock shall remain outstanding, the Corporation shall not, without the affirmative vote of the holders of two-thirds of the total number of shares of such class of Preferred Stock then outstanding, at a meeting of such class of Preferred Stockholders called for the purposes of approving such action (but upon such vote, and any requisite vote at a meeting of the holders of all classes of stock then outstanding having the privilege to vote to authorize the Board of Directors to take such action, may):

(a) Authorize or issue any stock ranking prior to such class of Preferred Stock in respect of dividends or assets (such stock being hereinafter in this Paragraph 5 referred to as "Senior Stock") or authorize or issue any stock ranking on a parity with such class of Preferred Stock (but not including any series or stock of Preferred Stock--$100 Par Value or Preferred Stock-- without par value) in respect of dividends or assets (such stock ranking on a parity with but excluding Preferred Stock--$100 Par Value and Preferred Stock-- without par value being hereinafter in this Paragraph 5 referred to as "Parity Stock"), except (i) the issue of Senior Stock or Parity Stock upon conversion of obligations or securities convertible into, or upon exercise of warrants, rights or options to purchase or subscribe to, Senior Stock or Parity Stock which has been authorized pursuant to (b) below, and (ii) the issue of any stock of any series of either class of Preferred Stock up to the number of shares of such class then authorized hereunder, which issuance may be done by the Board of Directors as provided in these Articles of Incorporation, without any vote by holders of shares of either class of Preferred Stock except as may be required by the provisions of clause (f) below;

(b) Authorize or issue any obligation or security convertible into, or any warrants, rights or options to purchase or subscribe to, shares of Senior Stock or Parity Stock;

(c) Reduce the amount of capital represented by the outstanding Preferred Stock of such class; or reduce below $11,101,124 the aggregate amount of capital represented by Common Stock, except in a case where any State or Federal regulatory body having jurisdiction shall have required or permitted the Corporation to reduce the book value of any of its assets and, in connection therewith, the amount of capital represented by Common Stock shall be reduced by an amount or amounts not exceeding in the aggregate the amount of such reduction in book value of assets; provided, however, that nothing herein shall require any such vote of the holders of either class of Preferred Stock if the reduction of capital shall be in connection with the retirement of shares of either class of Preferred Stock repurchased or redeemed in accordance with the provisions of this Article VI and shall not be in excess of the capital represented by the repurchased or redeemed shares; references to "capital" in this clause (c) being references to stated capital as defined by law; or

(d) Alter, amend, or repeal the provisions relating to such class of Preferred Stock so as to affect adversely any of the preferences or other rights of such class of Preferred Stock.

So long as any shares of any series of either class of Preferred Stock shall remain outstanding, the Corporation shall not:

(e) Authorize or issue any obligation or security convertible into, or any warrants, rights or options to purchase or subscribe to shares of any series of Preferred Stock or authorize any shares of Preferred Stock in excess of such amount as shall have been permitted from time to time by the affirmative vote, at a meeting called for such purpose, of the holders of shares of each class of Preferred Stock then outstanding having a majority of the votes entitled to be cast, at which meeting the holders of shares of each such class of Preferred Stock then outstanding having one- third or more of the votes entitled to be cast shall not have voted against such permission; or

(f) Issue any shares of Preferred Stock, including any shares which have been redeemed or repurchased and thereby restored to the status of authorized but unissued shares, within the number of shares permitted by action of the holders of Preferred Stock pursuant to clause (e) above (except upon conversion of obligations or securities convertible into, or upon exercise of warrants, rights or options to purchase or subscribe to, Preferred Stock), unless one of the two following conditions shall have been satisfied, namely, that:

(i) The specific issue, sale or disposition proposed shall have been approved by the affirmative vote, at a meeting called for such purpose, of the holders of each class of Preferred Stock then outstanding having a majority of the votes entitled to be cast, at which meeting the holders of shares of each such class of Preferred Stock then outstanding having one-third or more of the votes entitled to be cast shall not have voted against such action; or

(ii) For a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the issuance of such additional shares or the contracting for the issuance and sale thereof, (1) the net income of the Corporation available for dividends as determined in accordance with sound accounting practice is at least 2-1/2 times the annual dividend requirements on all Preferred Stock of all series in both classes, all Parity Stock and all Senior Stock to be outstanding immediately after the issuance of such additional shares; and (2) the balance of earnings of the Corporation available (after taxes and depreciation) for interest, amortization and dividends as determined in accordance with sound accounting practice is at least 1-1/2 times the aggregate of the annual interest requirements on its indebtedness to be outstanding immediately after the proposed issue of such additional shares and the annual dividend requirements on all Senior Stock, all Parity Stock and Preferred Stock of all series in both classes to be outstanding immediately after the proposed issue of such additional shares. Where the Corporation shall have acquired any property during the period of the computation of such earnings or where the proceeds of the sale of the shares to be issued are proposed to be applied to the purchase of any property, the net income or losses from such property for the whole period of the computation shall be included or reflected therein.

So long as any shares of any series of either class of Preferred Stock shall remain outstanding, the Corporation shall not, without the affirmative vote, at a meeting called for such purpose, of the holders of shares of each class of Preferred Stock then outstanding having a majority of the votes entitled to be cast (but, upon such vote and any requisite vote of the holders of the shares of the Common Stock then outstanding, may):

(g) Merge or consolidate the Corporation with or into any other corporation, or sell substantially all of the assets of the Corporation, unless such merger or consolidation or sale, or the issuance and assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale, shall have been ordered, approved, or permitted by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, or by any successor commission or other regulatory authority of the United States or of any State or governmental subdivision thereof having jurisdiction in the premises, after specific application or other formal presentation; but the provisions of this Clause (g) shall not apply to an acquisition by the Corporate or franchises or assets in any manner which does not involve a merger or consolidation.

Notwithstanding anything elsewhere in this Article VI, if in connection with the accomplishment of any matter whatever provision is to be made for the redemption or retirement of all of Preferred Stock of any series of either class at the time outstanding, nothing in this Article VI shall be construed to confer on the holders of Preferred Stock of such series any power or right to vote in respect of any such matter, and the holders of Preferred Stock of such series shall not have any power or right to vote in respect of any such matter except where, and to the extent that, a right to vote which cannot be waived by the terms hereof is conferred by the then existing laws of the State of Texas.

6. Voting Rights. The holders of shares of Preferred Stock shall not possess voting power for any purpose other than those for which voting power is conferred by Paragraph 5 of this Article VI and by this Paragraph 6. In addition to the voting powers expressly conferred upon Preferred Stock by the provisions of Paragraph 5 of this Article VI and in addition to voting rights granted to Preferred Stock in statutory proceedings as to which their vote may be mandatorily required by the then existing laws of the State of Texas, in case at any time the Corporation shall fail to declare and pay or set aside for payment in full any quarterly dividend on any series of either class of Preferred Stock and shall not on or before the fourth succeeding quarterly dividend payment date declare and pay or set aside for payment in full said dividend in arrears and also all dividends which shall in the meantime have become due and payable on all of the outstanding Preferred Stock of both classes, such holders of all series of both classes of Preferred Stock shall thereupon have and continue to have the right, voting together as a combined class for such purpose by plurality vote, with each share of Preferred Stock--$100 Par Value having for purposes of the combined class votes provided for in this Paragraph 6 one vote per share and each share of Preferred Stock-- without par value having for such purpose the vote per share fixed for such share pursuant to Paragraph l(g) above, to elect the smallest number of Directors of the Corporation necessary to constitute a majority of the members of the Board of Directors, until all dividends accrued and payable on both classes of Preferred Stock shall have been fully paid; and, during the continuance of such right of the holders of all series of both classes of Preferred Stock to elect such majority of the Board of Directors, the holders of the Common Stock shall have the right, voting as a class, by plurality vote, to elect the remaining members of the Board of Directors. The terms of office of all persons who may be Directors of the Corporation at any time when such right to elect such majority of the Board of Directors shall accrue to the holders of both classes of Preferred Stock shall terminate upon the election of their successors; and such election may be held at a special meeting of all stockholders of the Corporation which shall be convened at any time after the accrual of such right upon notice similar to that provided in the Bylaws of the Corporation for calling the annual meeting of the stockholders, at the request in writing of the holders of record of at least 2% of the number of shares of both classes of Preferred Stock then outstanding. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of either class of Preferred Stock, for which purpose any such holder of Preferred Stock shall have the right to have access to the stock books of the Corporation. If such special meeting be not called prior to the next annual meeting, the holders of both classes of Preferred Stock as one combined class for such purpose, and the holders of the Common Stock as a second class, shall, respectively, elect such majority and such minority of the members of the Board of Directors as aforesaid, at such annual meeting, unless previously thereto all such dividend defaults shall have been made good. At all meetings of stockholders held, for the purpose of electing Directors, during the period Preferred Stockholders shall have the right to elect a majority of the members of the Board of Directors, the holders of shares having a majority of the votes entitled to be cast by the then issued and outstanding Preferred Stock as a combined class and of the Common Stock as a class shall constitute a quorum of those classes, respectively, for the purposes of such meetings and lack of a quorum as to either of such classes at any such meeting shall not interfere with the holding of such meeting and the election of Directors by the class having a quorum present; provided that in such election the specific Directors to be succeeded shall be designated. Upon the termination at any time of such right of the holders of both classes of Preferred Stock to elect such majority of the Board of Directors, the term of office of all Directors elected by vote of the holders of both classes of Preferred Stock as a combined class (or elected to fill a vacancy which might have been so filled) shall end upon the election and qualification of their successors; and such election may be held at a special meeting of holders of Common Stock, convened on like notice at the request in writing of the holders of record of at least 2% of the total number of shares of Common Stock then outstanding, or, if such special meeting is not called prior to the next annual meeting, at such annual meeting. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of the Common Stock of the Corporation, for which purpose any such holder of Common Stock shall have the right to have access to the stock books of the Corporation. Whenever, by reason of the resignation, death or removal of any Director or Directors or any increase in the number of Directors, at any time while the holders of Preferred Stock are entitled to elect such majority of the Board of Directors as aforesaid, the number of Directors in office who have been elected by either the holders of both classes of Preferred Stock as a combined class or the holders of the Common Stock as a class shall become less than the total number subject to election by such respective classes, the vacancy or vacancies so resulting may be filled by plurality vote of such respective classes of stockholders at a meeting thereof called for the purpose, or, pending such action, by the affirmative vote of a majority of the Directors at the time in office who were elected by the vote of such class of stockholders, although such Directors shall be less than a quorum of the Board of Directors, at a meeting called by any such Director in the manner provided in the Bylaws for the calling of special meetings of the Board of Directors. During the continuance of such voting rights, a Director elected by holders of both classes of Preferred Stock as a combined class or the Common Stock as a class (or elected to fill a vacancy which might have been so filled) shall be subject to removal by majority vote of both classes of Preferred Stock or of the Common Stock at the time outstanding, as appropriate, at a special meeting called for the purpose, but not otherwise. A special meeting of stockholders to fill a vacancy or to remove a Director as last above provided may be called at any time by the holder or holders of record of shares entitled to cast at least 5% of the votes of the class or combined classes of stock entitled to vote thereat or in such other manner as may be provided for in the Bylaws. The term of office of any officer of the Corporation shall terminate upon the election and qualification of his successor; and such election may be held at any meeting of the Board of Directors following any special meeting of stockholders held upon the accrual or termination of the voting rights of the holders of the Preferred Stock to elect such majority of the Board of Directors so that new Directors elected at any such meeting of stockholders shall be empowered to choose new officers of the Corporation or any thereof in their discretion.

DIFFERENT SERIES OF PREFERRED STOCK.

7. $4.40 Dividend Preferred Stock -- $100 Par Value. 120,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the first series of Preferred Stock--$100 Par Value and are designated as "$4.40 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.40 per share per annum and such dividends are cumulative from the date of the initial issuance of any shares of such series, with the first dividend payable December 15, 1944 in respect of the period from the date of the initial issuance of any shares of such series to said December 15, 1944; the fixed redemption price on the shares of such series is $111 per share prior to October 1, 1949, $109.50 per share on October 1, 1949 and thereafter prior to October 1, 1954, and $108 per share on October 1, 1954 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $11 per share prior to October 1, 1949, $9.50 per share on October 1, 1949 and thereafter prior to October 1, 1954, and $8 per share on October 1, 1954 and thereafter. The $4.40 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7a. $4.50 Dividend Preferred Stock -- $100 Par Value. 50,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the second series of Preferred Stock--$100 Par Value and are designated as "$4.50 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.50 per share per annum and such dividends are cumulative from the date of the original issuance of such series, with the first dividend payable in respect to the period from the date of the original issuance of such series to March 15, 1948; the fixed redemption price on the shares of such series is $105 per share; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $5 per share. The $4.50 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7b. $4.40 Dividend Preferred Stock, 1949 Series -- $100 Par Value. 60,000 shares of the authorized stock classified as Preferred Stock-- $100 Par Value as provided in Paragraph A of this Article VI shall constitute the third series of Preferred Stock--$100 Par Value and are designated as "$4.40 Dividend Preferred Stock, 1949 Series--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.40 per share per annum and such dividends are cumulative from September 15, 1949, with the first dividend payable December 15, 1949; the fixed redemption price on the shares of such series is $105 per share prior to September 15, 1954, $104 per share on September 15, 1954 and thereafter prior to September 15, 1959, and $103 per share on September 15, 1959 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $5 per share prior to September 15, 1954, $4 per share on September 15, 1954 and thereafter prior to September 15, 1959, and $3 per share on September 15, 1959 and thereafter. The $4.40 Dividend Preferred Stock, 1949 Series--$100 Par Value has no exchange or conversion rights.

7c. $4.20 Dividend Preferred Stock -- $100 Par Value. 70,000 shares of the authorized stock classified, as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the fourth series of Preferred Stock--$100 Par Value and are designated as "$4.20 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.20 per share per annum and such dividends are cumulative from September 15, 1950, with the first dividend payable December 15, 1950; the fixed redemption price on the shares of such series is $104.818 per share prior to October 1, 1955, $103.818 per share on October 1, 1955 and thereafter prior to October 1, 1960, and $102.818 per share on October 1, 1960 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $4.818 per share prior to October 1, 1955, $3.818 per share on October 1, 1955 and thereafter prior to October 1, 1960, and $2.818 per share on October 1, 1960 and thereafter. The $4.20 Dividend Preferred Stock-- S100 Par Value has no exchange or conversion rights.

7d. $4.44 Dividend Preferred Stock -- $100 Par Value. 50,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the fifth series of Preferred Stock--$100 Par Value and are designated as "$4.44 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.44 per share per annum and such dividends are cumulative from June 15, 1952, with the first dividend payable September 15, 1952; the fixed redemption price on the shares of such series is $105.75 per share prior to July 1, 1957, $104.75 per share on July 1, 1957, and thereafter prior to July 1, 1962, and $103.75 per share on July 1, 1962 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $5.75 per share prior to July 1, 1957, $4.75 per share on July 1, 1957 and thereafter prior to July 1, 1962, and $3.75 per share on July 1, 1962 and thereafter. The $4.44 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7e. $5.00 Dividend Preferred Stock -- $100 Par Value. 75,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the sixth series of Preferred Stock--$100 Par Value declared designated:
"$500 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $5.00 per share per annum and such dividends are cumulative from December 15, 1957, with the first dividend payable March 15, 1958; the fixed redemption price on the shares of such series is $108.25 per share prior to February 1, 1963, $106.25 per share on February 1, 1963 and thereafter prior to February 1, 1968, and $104.25 per share on February 1, 1968 and thereafter; the fixed liquidation price on the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $8.25 per share prior to February 1, 1963, $6.25 per share on February 1, 1963 and thereafter prior to February 1, 1968, and $4.25 per share on February 1, 1968 and thereafter. The $5.00 Dividend Preferred Stock-- $100 Par Value has no exchange or conversion rights.

7f. $5.08 Dividend Preferred Stock -- $100 Par Value. 100,000 shares of the authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of this Article VI shall constitute the seventh series of Preferred Stock--$100 Par Value and are designated as "$5.08 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $5.08 per share per annum and such dividends are cumulative from December 15, 1958, with the first dividend payable March 15, 1959; the fixed redemption price on the shares of such series is $108.63 per share if redeemed prior to January 1, 1964; $106.63 per share if redeemed on January 1, 1964 or thereafter and prior to January 1, 1969; $104.63 per share if redeemed on January 1, 1969 or thereafter. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $8.63 per share prior to January 1, 1964, $6.63 per share on January 1, 1984 and thereafter prior to January 1, 1969, and $4.63 per share on January 1, 1969 and thereafter. The $5.08 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7g. $4.52 Dividend Preferred Sock -- $100 Par Value. 100,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the eighth series of Preferred Stock--$100 Par Value and are designated as "$4.52 Dividend Preferred Stock--$100 Par Value"; the fixed dividend rate on the shares of such series is $4.52 per share per annum and such dividends are cumulative from September 15, 1963, with the first dividend payable December 15, 1963; the fixed redemption price on the shares of such series is $106.57 per share if redeemed prior to October 1, 1968; $105.57 per share if redeemed on October 1, 1968 or thereafter and prior to October 1, 1973; $103.57 per share if redeemed on October 1, 1973 or thereafter. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $6.57 per share prior to October 1, 1968, $5.57 per share on October 1, 1968 and thereafter prior to October 1, 1973, and S3.57 per share on October 1, 1973 and thereafter. The $4.52 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7h. $6.08 Dividend Preferred Stock -- $100 Par Value. 200,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the ninth series of Preferred Stock-- $100 Par Value and are designated as "$6.08 Dividend Preferred Stock-- $100 Par Value"; the fixed dividend rate on the shares of such series is $6.08 per share per annum and such dividends are cumulative from June 15, 1967, with the first dividend payable September 15, 1967; the fixed redemption price on the shares of such series is $107.42 per share if redeemed prior to July 1, 1972; $105.34 per share if redeemed on July 1, 1972 or thereafter and prior to July 1, 1977; $103.34 per share if redeemed on July 1, 1977 or thereafter. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $7.42 per share prior to July 1, 1972, $5.34 per share on July 1, 1972 and thereafter prior to July 1, 1977, and $3.34 per share on July 1, 1977 and thereafter. The $6.08 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7i. $7.56 Dividend Preferred Stock -- $100 Par Value. 350,000 shares of authorized stock classified as Preferred Stock--$100 Par Value as provided in Paragraph A of Article VI of the Articles of Incorporation shall constitute the tenth series of Preferred Stock-- $100 Par Value and are designated as "$7.56 Dividend Preferred Stock-- $100 Par Value"; the fixed dividend rate on the shares of such series is $7.56 per share per annum and such dividends are cumulative from September 15, 1972, with the first dividend payable December 15, 1972; the fixed redemption price on the shares of such series is $108.36 per share if redeemed prior to September 1, 1977; $106.80 per share if redeemed on September 1, 1977 or thereafter and prior to September 1, 1982; $103.80 per share if redeemed on September 1, 1982 or thereafter and prior to September 1, 1987; and $101.80 per share if redeemed on September 1, 1987 or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the $7.56 Dividend Preferred Stock-- $100 Par Value shall be redeemed at the option of the Company prior to September 1, 1977, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial principles) of less than 7.50% per annum. The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium on the shares of such series is $8.36 per share prior to September 1, 1977, $6.80 per share on September 1, 1977 and thereafter prior to September 1, 1982, $3.80 per share on September 1, 1982 and thereafter prior to September 1, 1987, and $1.80 per share on September 1, 1987 and thereafter. The $7.56 Dividend Preferred Stock--$100 Par Value has no exchange or conversion rights.

7j. Adjustable Rate Cumulative Preferred Stock, Series A -- $100 Par Value. 300,000 shares of authorized stock classified as Preferred Stock--$100 par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation, as amended, shall constitute the eighteenth series of Preferred Stock--$100 par value and are designated as "Adjustable Rate Cumulative Preferred Stock, Series A--$100 par value"; the fixed dividend rate on the shares of such series for each dividend period shall be the rate determined in accordance with the provisions of these resolutions and such dividends are cumulative from March 15, 1983, (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of issue) with the first and second dividends payable September 15, 1983 and December 15, 1983, at the rate per share (based on par value) of 11-1/2% per annum for the initial dividend period ending September 14, 1983 and second dividend period ending December 14, 1983, and at 0.65 of 1% above the Applicable Rate (as hereinafter defined) from time to time in effect for each subsequent dividend period; however, the dividend rate for any dividend period will in no event be less than 7% per annum or greater than 13% per annum.

Except as provided below in this paragraph, the "Applicable Rate'' for any dividend period will be the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such dividend period. In the event the Corporation determines in good faith that for any reason one or more of such rates cannot be determined for any dividend period, then the Applicable Rate for such dividend will be the higher of whichever of such rates can be so determined. In the event the Corporation determines in good faith that none of such rates can be determined for any dividend period, then the Applicable Rate in effect for the preceding dividend period will be continued for such dividend period.

Except as provided below in this paragraph, the "Treasury Bill Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as defined below)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15, or December 15, as the case may be, prior to the dividend period for which the dividend rate on the eighteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during any such Calendar Period, then the Treasury Bill Rate for the related dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum market discount rate for three-month U. S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills, then having maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any dividend period as provided above in this paragraph, the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during the related Calendar Period for each of the issues of marketable interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation.

Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the eighteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as defined below)) then having maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon, the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation.

Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the eighteenth series of Preferred Stock is being determined. In the event the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more then twenty-two years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U. S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation.

The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate will each be rounded to the nearest five hundredths of a percentage point.

The fixed dividend rate per share payable for each dividend period will be computed by dividing the dividend rate for such dividend period (determined in accordance with these resolutions) by four and applying such rate against the par value per share of the eighteenth series of Preferred Stock. The dividend payable for the initial dividend period or any period longer or shorter than a full quarterly dividend period will be computed on the basis of a 360-day year consisting of 30-day months.

The dividend rate with respect to each dividend period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The mathematical accuracy of each such calculation will be confirmed in writing by independent certified public accountants of recognized standing. The Corporation will cause each dividend rate to be published in a newspaper of general circulation in New York City prior to the commencement of the new dividend period to which it applies and will cause notice of such dividend rate to be enclosed with the dividend payment checks next mailed to the holders of the eighteenth series of Preferred Stock.

As used herein, the term "Calendar Period" means a period of fourteen calendar days the term "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; the term "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and the term "Twenty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years).

The fixed redemption price on the shares of the eighteenth series is $111.50 per share if redeemed prior to May 15, 1984; $109.80 per share if redeemed from May 15, 1984 through May 14, 1985; $108.10 per share if redeemed from May 15, 1985 through May 14, 1986; $106.40 per share if redeemed from May 15, 1986 through May 14, 1987; $104.70 per share if redeemed from May 15, 1987 through May 14, 1988; $103.00 per share if redeemed from May 15, 1988 through May 14, 1993; and $100.00 per share if redeemed on May 15, 1993, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the eighteenth series of Preferred Stock shall be redeemed at the option of the Corporation prior to May 15, 1988, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate
(calculated in accordance with generally accepted financial practice)
of less than 11-1/2% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or pursuant to optional redemption right provided below.

Subject to the provision of Article VI of the Restate Articles of Incorporation, as amended, so long as any of this eighteenth series of Preferred Stock shall remain outstanding, on September 15, 1989, and on September 15 in each year thereafter, the Corporation shall redeem as a Sinking Fund obligation, 4% of the number of shares of such eighteenth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem on each such September 15 additional shares of this eighteenth series of Preferred Stock in a number not exceeding such percentage, but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this eighteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation.

In all cases in which redemptions of less than all outstanding shares of this eighteenth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation.

The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium per share on the shares of eighteenth series is the excess over $100 of the redemption price at the time in effect.

The Adjustable Rate Cumulative Preferred Stock, Series A--$100 par value has no exchange or conversion rights.

7k. Adjustable Rate Cumulative Preferred Stock, Series B -- $100 Par Value. 450,000 shares of authorized stock classified as Preferred Stock--$100 par value as provided in Paragraph A of Article VI of the Restated Articles of Incorporation, as amended, shall constitute the nineteenth series of Preferred Stock--$100 par value and are designated as "Adjustable Rate Cumulative Preferred Stock, Series B--$100 par value"; the fixed dividend rate on the shares of such series for each dividend period shall be the rate determined in accordance with the provisions of these resolutions and such dividends are cumulative from December 15, 1983, (subject to the provision in Article VI E.2 regarding deemed payment prior to the date of issue) with the first and second dividends payable March 15, 1984 and June 15, 1984, at the rate per share (based on par value) of 12.50% per annum for the initial dividend period ending March 14, 1984 and second dividend period ending June 14, 1984, and at the rate per share of .70 of 1% above the Applicable Rate per annum (as hereinafter defined) from time to time in effect for each subsequent dividend period; however, the dividend rate for any dividend period will in no event be less than 7.0% per annum or greater than 13.5% per annum.

Except as provided below in this paragraph, the "Applicable Rate" for any dividend period will be the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such dividend period. In the event the Corporation determines in good faith that for any reason one or more of such rates cannot be determined for any dividend period, then the Applicable Rate for such dividend will be the higher of whichever of such rates can be so determined. In the event the Corporation determines in good faith that none of such rates can be determined for any dividend period, then the Applicable Rate in effect for the preceding dividend period will be continued for such dividend period.

Except as provided below in this paragraph, the "Treasury Bill Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period (as defined below)) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15, or December 15, as the case may be, prior to the dividend period for which the dividend rate on the nineteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum market discount rate during any such Calendar Period, then the Treasury Bill Rate for the related dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for three-month U.S. Treasury Bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In .the event that a per annum market discount rate for three-month U.S. Treasury bills is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate is published during the relevant Calendar Period) for all of the U.S. Treasury bills, then having maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U. S. Government securities dealers selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any dividend period as provided above in this paragraph, the Treasury Bill Rate for such dividend period will be the arithmetic average of the per annum market discount rates based upon the closing bids during the related Calendar Period for each of the issues of marketable interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation.

Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields for the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the nineteenth series of Preferred Stock is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities (as defined below)) then having maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation.

Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the March 15, June 15, September 15 or December 15, as the case may be, prior to the dividend period for which the dividend rate on the nineteenth series of Preferred Stock is being determined. In the event the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield is published during the relevant Calendar Period), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield is not published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield is published during the relevant Calendar Period) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more then twenty-two years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board does not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any dividend period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such dividend period will be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each quotation, as quoted daily for each business day in New York City (or less frequently if daily quotations are not generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation.

The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate will each be rounded to the nearest five hundredths of a percentage point.

The fixed dividend rate per share payable for each dividend period will be computed by dividing the dividend rate for such dividend period (determined in accordance with these resolutions) by four and applying such rate against the par value per share of the nineteenth series of Preferred Stock. The dividend payable for the initial dividend period or any period longer or shorter than a full quarterly dividend period will be computed on the basis of a 360 day year consisting of 30-day months.

The dividend rate with respect to each dividend period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The mathematical accuracy of each such calculation will be confirmed in writing by independent certified public accountants of recognized standing. The Corporation will cause each dividend rate to be published in a newspaper of general circulation in New York City prior to the commencement of the new dividend period to which it applies and will cause notice of such dividend rate to be enclosed with the dividend payment checks next mailed to the holders of the nineteenth series of Preferred Stock.

As used herein, the term "Calendar Period" means a period of fourteen calendar days the term "Special Securities" means securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; the term "Ten Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and the term "Twenty Year Average Yield" means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years).

The fixed redemption price on the shares of the nineteenth series is $112.50 per share if redeemed prior to March 14, 1985; $110.60 per share if redeemed from March 15, 1985 through March 14, 1986; $108.70 per share if redeemed from March 15, 1986 through March 14, 1987; $106.80 per share if redeemed from March 15, 1987 through March 14, 1988; $104.90 per share if redeemed from March 15, 1988 through March 14, 1989; $103.00 per share if redeemed from March 15, 1989 through March 14, 1994; and $100.00) per share if redeemed on March 15, 1994, or thereafter; provided, however, that unless all shares of Preferred Stock of each series then outstanding are redeemed or otherwise retired, no shares of the nineteenth series of Preferred Stock shall be redeemed at the option of the Corporation prior to March 15, 1989, directly or indirectly out of the proceeds of or in anticipation of any refunding involving the incurring of indebtedness or the issuance of additional shares of Preferred Stock having an effective interest cost or dividend rate (calculated in accordance with generally accepted financial practice) of less than 12.50% per annum. The fixed redemption price on the shares of such series is $100 per share plus any accrued and unpaid dividends, if redeemed in satisfaction of the Corporation's Sinking Fund obligation or pursuant to optional redemption right provided below.

Subject to the provisions of Article VI of the Restated Articles of Incorporation, as amended, so long as any of this nineteenth series of Preferred Stock shall remain outstanding, on March 15, 1990, and on March 15 in each year thereafter, the Corporation shall redeem as a Sinking Fund obligation, 5% of the number of shares of such nineteenth series of Preferred Stock originally issued and, in addition, the Corporation may, at its option, redeem on each such March 15 additional shares of this nineteenth series of Preferred Stock in a number not exceeding such percentage but the right to make such optional redemption shall not be cumulative and shall not be applied in reduction of any subsequent mandatory Sinking Fund redemption provided for above; provided that the Corporation shall not declare or pay or set apart for, or make or order any dividend or other distribution in respect of, or purchase or otherwise acquire for value any shares of, the Common Stock of the Corporation, or any class of stock as to which the Preferred Stock of the Corporation has priority as to payments of dividends, unless all redemptions required to be made in satisfaction of the Sinking Fund obligation provided above have been made. The Corporation may elect to reduce its obligation in respect of the redemption of shares so required to be redeemed as a Sinking Fund obligation by making direct purchases in the open market or otherwise of shares of this nineteenth series of Preferred Stock (other than shares previously applied as a credit against the Sinking Fund obligation) and designating such shares to be applied as a credit, in whole or in part, in an amount equal to the aggregate par value of the shares so applied, against the aggregate par value of the shares required to be redeemed in such year pursuant to the Sinking Fund obligation.

In all cases in which redemptions of less than all outstanding shares of this nineteenth series are to be made by the Corporation, the shares to be redeemed shall be selected by lot in accordance with such procedures as may be approved by the Board of Directors of this Corporation.

The fixed liquidation price for the shares of such series is $100 per share; and the fixed liquidation premium per share on the shares of nineteenth series is the excess over $100 of the redemption price at the time in effect.

The Adjustable Rate Cumulative Preferred Stock, Series B--$100 par value has no exchange or conversion rights.

PREFERENCE STOCK.

8. Series and Limits of Variations Between Series of Preference Stock. Subject to the provisions of this Article VI setting forth the provisions of the established series of Preference Stock (which said provisions, however, shall not continue effective as to any shares which are redeemed or repurchased and restored to the status of authorized but unissued shares of such class), the Preference Stock may be issued in one series or divided into and issued in more than one series from time to time as herein provided. Series shall be established by the Board of Directors. Subject to the prior rights of holders of Preferred Stock as set forth in this Article VI or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the authorized number of shares of any such series of Preference Stock, the designation of such series, the relative rights and preferences thereof and the terms and characteristics thereof (in those respects in which the shares of one series may vary from the shares of other series as herein provided) shall be fixed and determined at any time prior to the issuance thereof by resolution or resolutions of the Board of Directors of the Corporation. All shares of each series shall be alike in every particular. Preference Stock of all series shall be of equal rank and shall be identical in all respects, except in the following particulars:

(a) The designation of such series, which may be by distinguishing number, letter or title;

(b) The rate at which dividends are to accrue on the shares of such series, hereinafter referred to as the "fixed dividend rate";

(c) The terms and conditions on which the shares of such series may be redeemed and the amount payable in respect of the shares of such series in case of the redemption thereof at the option of the Corporation, the amount so fixed being hereinafter referred to as the "fixed redemption price"', and the amount payable in respect of the shares of such series in case of the redemption thereof for any sinking fund for such series, which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action;

(d) The amount payable in respect of the shares of such series in case of liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in any distribution of its assets to its Common Stockholders, the amount so fixed being hereinafter referred to as the "fixed liquidation price", and the amount payable, if any, in addition to the fixed liquidation price for each series in case such liquidation, dissolution, winding up, reduction or decrease be voluntary, the amount so fixed being hereinafter referred to as the "fixed liquidation premium", which amounts in respect of any series may, but need not, vary according to the time or circumstances of such action;

(e) Any requirement as to any sinking fund or purchase fund for, or the redemption, purchase or other retirement by the Corporation of, the shares of such series;

(f) The right, if any, to convert the shares of such series into shares of any other series of Preference Stock or into shares of Common Stock of the Corporation and the rate or basis, time, manner, terms and conditions of conversion or the method by which the same shall be determined; and

(g) The voting rights, if any, of the shares of such series; provided that the vote per share fixed for the shares of any series of such class on such issues as to which it is given voting rights by these Articles of Incorporation, by the resolution establishing such series or by law may not exceed one one-hundredth of a vote per dollar of consideration per share fixed by the Board of Directors for such shares upon original issuance of such series which shall constitute the stated capital value of such share.

9. Dividends on the Preference Stock. Out of the assets of the Corporation available for dividends, subject to the prior rights of holders of Preferred Stock as set forth in this Article VI or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the holders of each series of Preference Stock at the time outstanding shall be entitled to receive, if and when declared payable by the Board of Directors, dividends in lawful money of the United States of America at, but not exceeding, the fixed dividend rate for the particular series, payable quarterly on March 15, June 15, September 15 and December 15 in each year, before any dividends (other than a dividend payable in Common Stock of the Corporation) shall be paid upon or set apart for the Common Stock; and such dividends on each series of Preference Stock shall be cumulative, so that, if in any past dividend period or periods full dividends upon each series of outstanding Preference Stock at the fixed dividend rate or rates therefor shall not have been paid, the deficiency (without interest) shall be paid or declared and set apart for payment before any dividends shall be paid upon or set apart for the Common Stock. Dividends on all shares of Preference Stock of each series shall commence to accrue and be cumulative from the date of issue. Any dividends declared or paid on Preference Stock in an amount less than full cumulative dividends accrued or in arrears upon all Preference Stock outstanding shall, if more than one series be outstanding, be divided among the different series then outstanding in proportion to the aggregate amounts which would be distributable to Preference Stock of each series if full cumulative dividends were declared and paid thereon.

10. Preference of Preference Stock on Liquidation, etc. In the event of any liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profit or out of the surplus of the Corporation, subject to the prior rights of holders of Preferred Stock as set forth in this Article VI or in any resolution of the Board of Directors providing for the issuance of any series of Preferred Stock, the holders of Preference Stock of each series then outstanding shall be entitled to receive, for each share thereof, the fixed liquidation price for such series, plus in case such liquidation, dissolution, winding up, reduction or decrease shall have been voluntary, the fixed liquidation premium for such series, if any, together in all cases with all dividends accrued or in arrears thereon, before any distribution of the assets shall be made to the holders of the Common Stock; but the holders of Preference Stock shall be entitled to no further participation in such distribution. If upon any such liquidation, dissolution, winding up, reduction or decrease, the assets distributable among the holders of Preference Stock shall be insufficient to permit the payment of the full preferential amounts aforesaid, then the assets of the Corporation remaining after payment of the full preferential amounts then due to holders of Preferred Stock shall be distributed among the holders of each series of Preference Stock then outstanding, ratably in pro portion to the full preferential amounts to which they are respectively entitled. As used in this Article the expression "dividends accrued or in arrears" means, in respect of each share of Preference Stock of any series, that amount which shall be equal to simple interest upon the stated value at an annual rate equal to the percentage that the fixed dividend rate for such series is of the stated value, from the date from which cumulative dividends thereon commence to accrue to the date as of which the computation is to be made, less the aggregate amount (without interest thereon) of all dividends theretofore paid or declared and set aside for payment in respect thereof. A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or the repurchase or redemption of Preferred Stock in accordance with the provisions of Paragraph 4 above, or the repurchase or redemption of Preference Stock in accordance with the provisions of Paragraph 11 below or the purchase of Common Stock in accordance with the provisions of Paragraph 14 below, whether or not the Preferred, Preference or Common Stock so redeemed or repurchased shall be retired, shall not be regarded as a "liquidation, dissolution, or winding up of the Corporation, or reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation" within the meaning of this Paragraph 10.

11. Redemption and Repurchase of Preference Stock. The Corporation may, at its option expressed by vote of its Board of Directors, at any time or from time to time, redeem the whole or any part of the Preference Stock or of any series thereof at the fixed redemption price for such series, together with the amount of any dividends accrued or in arrears thereon to the date of such redemption. Notice of any proposed redemption of any series of Preference Stock shall be given by publication at least once in a newspaper printed in the English language and customarily published on each business day and of general circulation in each of the City of Beaumont, State of Texas, and the Borough of Manhattan, City and State of New York, the publication in each such newspaper to be at least 30 days, and not more than 60 days, prior to the date fixed for such redemption. As a matter of courtesy, but not a matter of right, the Corporation may mail a copy of such notice to the holders of record of each series of Preference Stock to be redeemed, at their respective addresses then appearing on the books of the Corporation, to the extent that they may lawfully do so; but neither failure to mail such copy nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of each series of Preference Stock so to be redeemed. Any such redemption of any series of Preference Stock shall be in such amount, at such places and by such method, whether by lot or pro rata, as shall from time to time be determined by vote of its Board of Directors. From and after the date fixed in any such notice as the date of redemption, unless default shall be made by the Corporation in providing funds sufficient for such redemption at or before the time and at the place specified for the payment thereof pursuant to said notice, all dividends on the shares called for redemption shall cease to accrue; and from and after the date so fixed, unless default be made as aforesaid, or from and after the date of the earlier deposit by the Corporation in trust, with a bank or trust company having an aggregate capital and surplus of at least $5,000,000 and doing business in the Borough of Manhattan, City and State of New York, or in the City of Boston, Commonwealth of Massachusetts, of funds sufficient for such redemption (a statement of the intention so to deposit having been included in said notice) all rights of the holders of the shares so called for redemption as stockholders of the Corporation, except only the right to receive, without interest, when due the redemption funds to which they are entitled, shall cease and determine. Any funds so deposited which shall remain unclaimed by the holders of such Preference Stock at the end of six (6) years after the redemption date, together with any interest thereon that shall have been allowed by the bank or trust company with which the deposit shall have been made, shall be paid by it to the Corporation to be held by the Corporation for such holders. The Corporation may also from time to time repurchase shares of its Preference Stock at not exceeding the price at which the same may be redeemed. Shares of Preference Stock redeemed or repurchased by the Corporation shall be restored to the status of authorized but unissued shares of Preference Stock and may from time to time be reissued as provided in Paragraph 8 of this Article VI.

12. Restrictions on Certain Corporate Action. So long as any shares of any series of Preference Stock shall remain outstanding, the Corporation shall not, without the affirmative vote of the holders of shares of Preference Stock then outstanding having two-thirds of the votes entitled to be cast by such class, at a meeting of Preference Stockholders called for the purpose of approving such action (but upon such vote, and any requisite vote at a meeting of the holders of all classes of stock then outstanding having the privilege to vote to authorize the Board of Directors to take such action, may):

(a) Create or authorize any additional class of stock (other than the Preferred Stock) ranking prior to the Preference Stock in respect to dividends or liquidation rights (other than stock issuable upon conversion of obligations or securities, or upon the exercise of warrants, rights or options to purchase, authorized pursuant to (b) below);

(b) Create or authorize any obligation or security convertible into, or any warrants, rights or options to purchase or subscribe to, any stock referred to in (a) above ranking prior to the Preference Stock in respect to dividends or liquidation rights; or

(c) Alter, amend or repeal the provisions hereof relative to the Preference Stock, or any series thereof, which would change the express terms and provisions of such stock in any manner prejudicial to the holders thereof, including any change in the provisions of Sections 12 and 13 of this Paragraph E of Article VI; provided, however, that if such prejudicial change appertains to outstanding shares of one or more, but not all, of such series, then for the purposes of this Section 12 such change shall be deemed to be authorized if holders of two-thirds of the shares prejudicially affected shall vote favorably with respect thereto.

Notwithstanding anything elsewhere in this Article VI, if in connection with the accomplishment of any matter whatever, provision is to be made for the redemption or retirement of all of the Preference Stock of any series at the time outstanding, nothing in this Article VI shall be construed to confer on the holders of the Preference Stock of such series any power or right to vote in respect of any such matter except where, and to the extent that, a right to vote which cannot be waived by the terms hereof is conferred by the then existing laws of the State of Texas.

13. Voting Rights. The holders of shares of Preference Stock shall not possess voting power for any purposes other than those for which voting power is conferred by Paragraph 12 of this Paragraph E of Article VI, by this Paragraph 13 or on a series thereof by the resolution of the Board of Directors establishing such series. In addition to the voting powers so expressly conferred upon Preference Stock and in addition to voting rights granted to Preference Stock in statutory proceedings as to which their vote may be mandatorily required by the then existing laws of the State of Texas, in case at any time the Corporation shall fail to declare and pay or set aside for payment in full any quarterly dividend on any series of Preference Stock and shall not on or before the sixth succeeding quarterly dividend payment date declare and pay or set aside for payment in full said dividend in arrears and also all dividends which shall in the meantime have become due and payable on all of the outstanding Preference Stock, such holders of all series of Preference Stock shall thereupon have and continue to have, subject to the rights of the holders of Preferred Stock, the right, voting together as a class for such purpose by plurality vote, with each share of Preference Stock having for purposes of the class votes provided for in this Paragraph 13, the vote per share fixed for such share pursuant to Paragraph 8(g) above, to elect two Directors of the Corporation until all dividends accrued and payable on the Preference Stock shall have been fully paid; and, during the continuance of such right of the holders of all series of Preference Stock to elect such Directors, the holders of the Common Stock shall have, subject to the rights of the holders of Preferred Stock, the right, voting as a class, by plurality vote, to elect the remaining members of the Board of Directors which the holders of the Preferred Stock and Preference Stock are not entitled to elect. The terms of office of all persons who may be Directors of the Corporation at any time when such right to elect such Directors shall accrue to the holders of Preference Stock shall terminate upon the election of their successors; and such election may be held at a special meeting of all stockholders of the Corporation which shall be convened at any time after the accrual of such right upon notice similar to that provided in the Bylaws of the Corporation for calling the annual meeting of the stockholders, at the request in writing of the holders of record of at least 2% of the number of shares of Preference Stock then outstanding. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of Preference Stock, for which purpose any such holder of Preference Stock shall have the right to have access to the stock books of the Corporation. If such special meeting be not called prior to the next annual meeting, the holders of Preference Stock as one class for such purpose, and the holders of the Common Stock as a second class, subject to the rights of holders of Preferred Stock, shall elect members of the Board of Directors as aforesaid, at such annual meeting, unless previously thereto all such dividend defaults shall have been made good. At all meetings of stockholders held, for the purpose of electing Directors, during the period Preference Stockholders shall have the right to elect two members of the Board of Directors, the holders of shares having a majority of the votes entitled to be cast by the then issued and outstanding Preference Stock as a class and of the Common Stock as a class shall constitute a quorum of those classes, respectively, for the purposes of such meetings and lack of a quorum as to either of such classes at any such meeting shall not interfere with the holding of such meeting and the election of Directors by the class having a quorum present; provided that in such election the specific Directors to be succeeded shall be designated. Upon the termination at any time of such right of the holders of Preference Stock to elect two members of the Board of Directors, the term of office of all Directors elected by vote of the holders of Preference Stock as a class (or elected to fill a vacancy which might have been so filled) shall end upon the election and qualification of their successors; and such election may be held at a special meeting of holders of the Common Stock, convened on like notice at the request in writing of the holders of record of at least 2% of the total number of shares of the Common Stock then outstanding, or, if such special meeting is not called prior to the next annual meeting, at such annual meeting. In default of the calling of said meeting by a proper officer of the Corporation within five days after the making of such request, such meeting may be called on like notice by any holder of record of the Common Stock of the Corporation, for which purpose any such holder of the Common Stock Shall have the right to have access to the stock books of the Corporation. Whenever, by reason of the resignation, death or removal of any Director or Directors or any increase in the number of Directors, at any time while the holders of Preference Stock are entitled to elect two members of the Board of Directors as aforesaid, the number of Directors in office who have been elected by either the holders of the Preference Stock as a class or the holders of the Common Stock as a class shall become less than the total number subject to election by such respective classes, the vacancy or vacancies so resulting may be filled by plurality vote of such respective classes of stockholders at a meeting thereof called for the purpose, or pending such action, by the affirmative vote of a majority of the Directors at the time in office who were elected by the vote of such class of stockholders, although such Directors shall be less than a quorum of the Board of Directors, at a meeting called by any such Director in the manner provided in the Bylaws for the calling of special meetings of the Board of Directors. During the continuance of such voting rights, a Director elected by holders of the Preference Stock as a class or the Common Stock as a class (or elected to fill a vacancy which might have been so filled) shall be subject to removal by majority vote of the Preference Stock or of the Common Stock at the time outstanding as appropriate, at a special meeting called for the purpose, but not otherwise. A special meeting of stockholders to fill a vacancy or to remove a Director as last above provided may be called at any time by the holder or holders of record of shares entitled to cast at least 5% of the votes of the class of stock entitled to vote thereat or in such other manner as may be provided for in the Bylaws. The term of office of any officer of the Corporation shall terminate upon the election and qualification of his successor; and such election may be held at any meeting of the Board of Directors following any special meeting of stockholders held upon the accrual or termination of the voting rights of the holders of the Preference Stock to elect two members of the Board of Directors so that new Directors elected at any such special meeting of stockholders shall be empowered to choose new officers of the Corporation or any thereof in their discretion.

On all matters as to which no voting power is conferred on the Preference Stock by this Article VI or by the resolution of the Board of Directors establishing such series as to which a vote of the Preference Stock is mandatorily required by the laws of the State of Texas, the authorization of such matter by the Preference Stock may be granted by the vote of the holders of shares of the Preference Stock then outstanding having a majority of the votes (as fixed pursuant to Paragraph 8(g) above) entitled to be cast by the Preference Stock.

DIFFERENT SERIES OF PREFERENCE STOCK.

13a. $1.75 Dividend Preference Stock, without par value. 6,000,000 shares of authorized stock classified as Preference Stock, without par value, as provided in Paragraph A of Article VI of the Restated Articles of Incorporation shall constitute a series of Preference Stock, without par value, and are designated as "$1.75 Dividend Preference Stock, without par value"; the fixed dividend rate on the shares of such series is $1.75 per share per annum and such dividends are cumulative from the date of original issue with the first dividend payable September 15, 1993; such shares are subject to mandatory redemption in full on June 15, 2000 and the fixed redemption price on the shares of such series for such mandatory redemption, is $25.00 per share. No shares of the $1.75 Dividend Preference Stock, without par value, may be redeemed in whole or in part prior to the date for mandatory redemption.

The fixed liquidation-price for the shares of such series is $25 per share.

The $1.75 Dividend Preference Stock, without par value, has no exchange or conversion rights.

The amount of consideration received by the Corporation for issuance of the $1.75 Dividend Preference Stock, without par value, that exceeds $25.00 per share, if any, shall be allocated to capital surplus, the balance to constitute stated capital. A vote of 25/100ths per share is hereby fixed for each share of $1.75 Dividend Preference Stock, without par value on such matters, and only such matters as to which the shares of such series are entitled to vote under the Restated Articles of Incorporation.

THE COMMON STOCK.

14. Dividends on Common Stock. Dividends may be paid on the Common Stock to the exclusion of both classes of the Preferred Stock and the class of Preference Stock out of any assets of the Corporation available for dividends on the Common Stock; provided, however, that so long as any shares of either class of Preferred Stock or any shares of the class of Preference Stock shall be outstanding, the Corporation shall not declare or pay any dividend or make any distribution to the holders of the Common Stock (other than a dividend payable in Common Stock of the Corporation), or purchase or acquire or otherwise retire for a consideration (otherwise than from the proceeds of new financing from the issuance and sale of any shares of any class of stock of the Corporation ranking junior to both classes of Preferred Stock and the class of Preference Stock) any shares of its Common Stock (such a dividend, distribution, purchase, acquisition, or retirement being hereinafter referred to as "Common Stock Dividend"), if the aggregate amount of all Common Stock Dividends so paid, distributed and/or applied after May 31, 1958, would exceed in the aggregate either

(a) the net income of the Corporation available for dividends on its Common Stock, or

(b) 75% of the net income of the Corporation available for dividends on its Common Stock if, after giving effect thereto, the aggregate of the following: (1) Common Capital Stock Account, (2) Earned Surplus Account, and (3) Capital Surplus Account, is less than 25% of the aggregate of (a) the principal amount of then outstanding debt, (b) Preferred Capital Stock Account (excluding Premiums and Assessments on Capital Stock Accounts), (c) Preference Capital Stock Account (excluding Premiums and Assessments on Capital Stock Accounts), (d) Common Capital Stock Account, (e) Earned Surplus Account, and (f) Capital Surplus Account, as such Accounts were defined or prescribed by the Federal Power Act or Regulations thereunder in effect on June 30, 1944.

Net income of the Corporation available for dividends on its Common Stock for the purpose of this Paragraph 14 Shall mean the aggregate of $28,262,987.53 and the sum of operating revenues and nonoperating income--net of the Corporation from May 31, 1958 to and including the second calendar month preceding the date (hereinafter referred to as the "Declaration Date") on which the Directors of the Corporation consider the declaration or making of a Common Stock Dividend, less:

(1) All proper deductions for such period for operating expenses (including maintenance), depreciation (which shall not be less than 15% of the total operating revenues of the Corporation after deducting from such operating revenues the cost of purchased power of the Corporation, less the aggregate of all expenditures made by the Corporation for maintenance and repairs), taxes, interest charges, and other income deductions (including amounts charged against income for amortization of utility plant acquisition adjustments) and such other deductions, if any, as shall be determined in accordance with such system of accounts as may be prescribed by governmental authorities having jurisdiction in the premises or in the absence thereof in accordance with recognized accounting practice applicable to companies engaged in a business similar to that of the Corporation; and

(2) An amount equal to dividends accrued on all Preferred Stock of the Corporation from March 15, 1958 through the current quarterly dividend period during which the Declaration Date occurs; and

(3) An amount equal to dividends accrued on all Preference Stock of the Corporation from June 15, 1980 through the current quarterly dividend period during which the Declaration Date occurs;

provided that in computing the amount of such net income available for dividends no adjustment or deduction shall be made for or on account of
(i) any profits realized or losses sustained in the sale of any investment securities, property or other capital assets, or taxes on or in respect of any such profits, (ii) any change in the book value of or any appreciation or depreciation in the value of any assets owned by the Corporation for any reason whatsoever (other than depreciation on the books or on the basis stated above, whichever is greater), or (iii) dividends aggregating $2,511,824.66 paid on Preferred and Common Stocks in June, 1958.

15. Distribution of Assets to the Common Stock. In the event of any liquidation, dissolution or winding up of the Corporation, or any reduction or decrease of its capital stock resulting in a distribution of assets to its Common Stockholders other than by way of dividends out of the net profits or out of the surplus of the Corporation, after there shall have been paid to or set aside for the holders of both classes of Preferred Stock and the holders of the class of Preference Stock the full preferential amounts to which they are respectively entitled under the provisions of Paragraphs 3 and 10 of Section E of this Article VI, the holders of the Common Stock shall be entitled to receive, pro rata, all of the remaining assets of the Corporation available for distribution to its stockholders. The Board of Directors, by vote of a majority of the members thereof, may distribute in kind to the holders of the Common Stock such remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any of the remaining property and assets of the Corporation to any other corporation and receive payment therefor wholly or partly in cash and/or in stock and/or in obligations of such corporation and may sell all or any part of the consideration received therefor and distribute the balance thereof in kind to the holders of the Common Stock.

16. Voting Rights of the Common Stock. Subject to the voting rights expressly conferred upon (i) Preferred Stock by the provisions of Paragraphs 5 and 6 of this Article VI, (ii) Preference Stock by provisions of Paragraphs 12 and 13 of this Article VI, and (iii) Preferred Stock--without par value pursuant to Paragraph l(g) and Preference Stock pursuant to Paragraph 8(g), holders of the Common Stock shall exclusively possess voting power for the election of directors and for all other purposes. Such holders are prohibited from cumulative voting for the election of directors so that no holder of Common Stock shall be permitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by his shares shall equal, or by distributing such votes on the same principle among any number of candidates.

PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK.

17. Reserves. The Board of Directors shall have authority from time to time to set apart out of any assets of the Corporation otherwise available for dividends a reserve or reserves as working capital or for any other proper purpose or purposes, and to reduce, abolish or add to any such reserve or reserves from time to time as said Board may deem to be in the interests of the Corporation; and, subject to the provisions hereof, said Board shall likewise have power to determine in its discretion what part of the assets of the Corporation available for dividends in excess of such reserve or reserves shall be declared as dividends and paid to the stockholders of the Corporation.

18. Pre-emptive Rights. No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any unissued or treasury stock of the Corporation, or of any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation or carrying a right to subscribe to or acquire any such stock, but any such unissued or treasury stock or any such additional authorized issue of new stock or of securities convertible into stock or carrying a right to subscribe to or acquire any such stock, may be issued and disposed of by the Board of Directors to such persons, firms, corporation or associations, and upon such terms as the Board of Directors may, in its discretion, determine, without offering to the stockholders then of record, or any class of stockholders, any thereof, on the same terms or on any terms.

19. Votes Per Share, etc. Each holder of record of shares of any class of stock entitled to vote at any meeting of stockholders, or of holders of any class of stock or of one or more series thereof, shall, as to all matters in respect of which such stock has voting power, be entitled to one vote per share, or the vote otherwise fixed therefor pursuant to Paragraph l(g) or 8(g) above, for each of the shares of such stock standing in his name on the books of the Corporation at the time of the meeting, or if a record of the stockholders shall be taken for the purposes of such meeting, as of the time of the taking of such record; and may cast such vote in person or by written proxy. Except as herein otherwise expressly provided, or as may be mandatorily provided by the laws of Texas, a quorum of any class of stock or of one or more series thereof entitled to vote as a class at any meeting shall consist of shares of such class or such one or more series, as the case may be, entitled to cast a majority of the votes entitled to be cast by such class or series, and a plurality vote of such quorum shall govern.

ARTICLE VII.

The Corporation may sell, lease or exchange all of its property and franchises upon the consent of, and for such consideration and upon such terms as may be approved by, two-thirds of the Board of Directors and the holders of a majority in number of the outstanding shares entitled to vote (or if the consent of and approval by a larger number of such shares shall at the time be required by the laws of the State of Texas or if other consent or approval shall at the time be required, notwithstanding the above agreement of the stockholders of the Corporation to the contrary, then upon such consent and approval so required), expressed in writing or by vote of the stockholders at any annual or special meeting called for that purpose in the manner provided by the Bylaws of the Corporation for such meetings of stockholders.

Upon like vote, that is, the vote specified and defined in the next preceding paragraph of this Article VII, all, or substantially all, the property, franchises, rights and assets of the Corporation may be sold, conveyed, assigned and transferred as an entirety to a new company to be organized under the laws of the United States, the State of Texas or of any other State of the United States for the purpose of so taking over such property, franchises, rights and assets of the Corporation, with the same or a different authorized number of shares of stock, and with substantially the same preferences, voting powers, restrictions and qualifications thereof as may then attach to the classes and series of stock of the Corporation then outstanding so far as the same shall be consistent with such laws of the United States or of Texas or of such other State provided that the whole or any part of such stock or of any class thereof may be stock with a nominal or par value), the consideration for such sale and conveyance to be the assumption by such new company of all of the then outstanding liabilities of the Corporation and the issuance and delivery by the new company of shares of stock (any or all thereof either with or without nominal or par value) of such new company of the several classes and series into which the stock of the Corporation is then divided equal in number to the number of shares of stock of the Corporation of said several classes and series then outstanding. In the event of such sale each holder of stock of the Corporation agrees, so far as he may be so permitted by the laws of Texas, forthwith to surrender for cancellation his certificate or certificates for shares of stock of the Corporation, properly endorsed, and to receive and accept in exchange therefor, as his full and final distributive share of the proceeds of such sale and conveyance and of the assets of the Corporation, a number of shares of stock of the new company or the class and series corresponding to the class and series of the shares surrendered equal in number to the shares of stock of the Corporation so surrendered, and in such event no holder of any of the stock of the Corporation shall have any rights or interest in or against the Corporation except the right upon surrender of his certificates as aforesaid, properly endorsed, to receive from the Corporation certificates for such shares of said new company as herein provided. Such new company may have all or any of the powers of the Corporation, and the charter and bylaws of such new company may contain all or any of the provisions contained in the Articles of Incorporation and Bylaws of the Corporation.

Upon the like vote, the Corporation shall have power, as the attorney and agent of the holders of all of its outstanding stock, to sell, assign and transfer all such stock to a new company organized under the laws of the United States, the State of Texas, or any other State, and to receive as the consideration therefor shares of stock of such new company of the several classes and series into which the stock of the Corporation is then divided equal in number to the number of shares of stock of the Corporation of said several classes and series then outstanding, such shares of said new company to have substantially the same preferences, voting powers, restrictions and qualifications thereof as may then attach to the classes and series of stock of the Corporation then outstanding so far as the same shall be consistent with such laws of the United States or of Texas, or of such other State, except that the whole or any part of such stock or any class thereof may be stock with or without par value.

In order to make effective such a sale, assignment and transfer, the Corporation shall have the right to transfer all its outstanding stock on its books and to issue and deliver new certificates therefor in such names and amounts as such new company may direct, whether or not it receives for cancellation the certificates for such stock previously issued and then outstanding.

Upon completion of such sale, assignment and transfer, the holders of the stock of the Corporation shall have no rights or interests in or against the Corporation, except the right, upon surrender of certificates for stock of the Corporation, properly endorsed, to receive from the Corporation certificates for shares of stock of such new company of the class and series substantially corresponding to the class and series of the surrendered shares equal in number to the number of shares of stock of the Corporation so surrendered.

ARTICLE VIII

Upon the written consent or the votes of the holders of shares of stock then outstanding which are entitled to cast a majority of the votes entitled to be voted, notwithstanding any contrary provision which may at the time be contained in these Articles of Incorporation, except as otherwise expressly provided in, or by resolution pursuant to, Article VI in respect of Preferred Stock and in respect of Preference Stock, (1) any or every statute of the State of Texas hereafter enacted, whereby the rights, powers or privileges of the stockholders of corporations organized under the general laws of said State are increased, diminished, or in any way affected or whereby effect is given to the action taken by any part less than all of the stockholders of any such corporation, shall apply to the Corporation, and shall be binding not only upon the Corporation but upon every stockholder thereof to the same extent as if such statute had been in force at the date of the making and filing of the Articles of Incorporation, and/or (2) amendments to said Articles of Incorporation, authorized by the then existing laws of Texas, may be made.

ARTICLE IX.

The Corporation shall indemnify Directors, officers, employees, agents, nominees and designees of the Corporation and purchase and maintain liability insurance for them as, and to the extent permitted or required by law and provided for by the Bylaws of the Corporation, general or specific action of the Board of Directors, or contract.

ARTICLE X.

A Director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for an act or omission in the Director's capacity as a Director, except for:

1. a breach of a Director's duty of loyalty to the Corporation or its shareholders;

2. an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

3. a transaction from which a Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director's office;

4. an act or omission for which the liability of a Director is expressly provided for by statute; or

5. an act related to an unlawful stock repurchase or payment of a dividend.

This Article shall apply with respect to any act or omission occurring on or after August 31, 1987. Any repeal or modification of this Article by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director of the Corporation existing at the time of such repeal or repeal or modification.

If the law of the State of Texas is amended hereafter to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation shall automatically be eliminated or limited to the fullest extent authorized by the law of the State of Texas, as so amended.

***********************

ARTICLES OF INCORPORATION
OF

ENTERGY MISSISSIPPI, INC.

Pursuant to the provisions of Mississippi Code of 1972 Annotated, Section 79-4-10.07, the undersigned Corporation adopts the following Amended and Restated Articles of Incorporation:

FIRST: The name of the Corporation is ENTERGY
MISSISSIPPI, INC.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes which the Corporation is authorized to pursue are:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, finance, deal in, construct, build, equip, improve, use, operate, maintain and work upon:

(a) Any and all kinds of plants and systems for the manufacture, production, storage, utilization, purchase, sale, supply, transmission, distribution or disposition of electricity, natural or artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and every kind;

(b) Any and all kinds of telephone, telegraph, radio, wireless and other systems, facilities and devices for the receipt and transmission of sounds and signals, any and all kinds of interurban, city and street railways and railroads and bus lines for the transportation of passengers and/or freight, transmission lines, systems, appliances, equipment and devices and tracks, stations, buildings and other structures and facilities;

(c) Any and all kinds of works, power plants, manufactories, structures, substations, systems, tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus, devices, equipment, supplies, articles and merchandise of every kind pertaining to or in anywise connected with the construction, operation or maintenance of telephone, telegraph, radio, wireless and other systems, facilities and devices for the receipt and transmission of sounds and signals, or of interurban, city and street railways and railroads and bus lines, or in anywise connected with or pertaining to the manufacture, production, purchase, use, sale, supply, transmission, distribution, regulation, control or application of electricity, natural or artificial gas, water, steam, ice, refrigeration and power or any other purposes;

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply street and interurban railway and bus service, electricity, natural or artificial gas, light, heat, ice, refrigeration, water and steam in any form and for any purposes whatsoever, and any power or force or energy in any form and for any purposes whatsoever;

To buy, sell, manufacture, produce and generally deal in milk, cream and any articles or substances used or usable in or in connection with the manufacture and production of ice cream, ices, beverages and soda fountain supplies; to buy, sell, manufacture, produce and generally deal in ice cream and ices;

To acquire, organize, assemble, develop, build up and operate constructing and operating and other organizations and systems, and to hire, sell, lease, exchange, turn over, deliver and dispose of such organizations and systems in whole or in part and as going organizations and systems and otherwise, and to enter into and perform contracts, agreements and undertakings of any kind in connection with any or all the foregoing powers;

To do a general contracting business;

To purchase, acquire, develop, mine, explore, drill, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable property;

To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its corporate rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by, any other corporation or corporations of the State of Mississippi or any other state or government and, while the owner of such stock, to exercise all the rights, powers and privileges of individual ownership with respect thereto including the right to vote thereon, and to consent and otherwise act with respect thereto;

To aid in any manner any corporation or association, domestic or foreign, or any firm or individual, any shares of stock in which or any bonds, debentures, notes, securities, evidences of indebtedness, contracts or obligations of which are held by or for the Corporation or in which or in the welfare of which the Corporation shall have any interest, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies;

To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except frorn surplus of its assets over its liabilities including capital; and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly nor counted as outstanding for the purposes of any stockholders' quorum or vote;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trade-marks and any licenses or other rights or interests therein and thereunder:

To purchase, acquire, hold, own or dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Amended and Restated Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefits of the Corporation, and in general to carry on any lawful business necessary or not incidental to the attainment of the objects of the Corporation whether or not such business is similar in nature to the objects set forth in these Amended and Restated Articles of Incorporation or any amendment thereof.

To do any or all things herein set forth, to the same extent and as fully as natural persons might or could do, and in any part of the world, and as principal, agent, contractor or otherwise, and either alone or in conjunction with any other persons, firms, associations or corporations;

To conduct its business in all its branches in the State of Mississippi, other states, the District of Columbia, the territories and colonies of the United States, and any foreign countries, and to have one or more offices out of the State of Mississippi and to hold, purchase, mortgage and convey real and personal property both within and without the State of Mississippi; provided, however, that the Corporation shall not exercise any of the powers set forth herein for the purpose of engaging in business as a street railway, telegraph or telephone company unless prior thereto this Article THIRD shall have been amended to set forth a description of the line and the points it will traverse.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 17,178,808 shares, divided into 2,178,808 shares of Preferred Stock of the par value of $100 per share and 15,000,000 shares of Common Stock without par value.

The preferences, limitations and relative rights in respect of the shares of each class and the variations in the relative rights and preferences as between series of any preferred or special class in series are as follows:

The Preferred Stock shall be issuable in one or more series from time to time and the shares of each series shall have the same rank and be identical with each other and shall have the same relative rights except with respect to the following:

(a) The number of shares to constitute each such series and the distinctive designation thereof;

(b) The annual rate or rates of dividends payable on shares of such series, the dates on which dividends shall be paid in each year and the date from which such dividends shall commence to accumulate;

(c) The amount or amounts payable upon redemption thereof; and

(d) The sinking fund provisions, if any, for the redemption or purchase of shares;

which different characterics of clauses (a), (b), (c) and (d) above may be stated and expressed with respect to each series in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors or in these Amended and Restated Articles of Incorporation or any amendment thereof.

A series of 60,000 shares of Preferred Stock shall:

(a) be designated "4.36% Preferred Stock Cumulative, $100 Par Value";

(b) have a dividend rate of $4.36 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be February 1, 1963, and such dividends to be cumulative from the last date to which dividends upon the 4.36% Preferred Stock Cumulative, $100 Par Value, of Mississippi Power & Light Company, a Florida corporation, are paid;

(c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of $105.36 per share if redeemed on or before February 1, 1964, and of $103.88 per share if redeemed after February 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption.

A series of 44,476 shares of the Preferred Stock shall:

(a) be designated "4.56% Preferred Stock, Cumulative, $100 Par Value";

(b) have a dividend rate of $4.56 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be February 1, 1963, and such dividends to be cumulative from the last date to which dividends upon the 4.56% Preferred Stock, Cumulative, $100 Par Value, of Mississippi Power & Light Company, a Florida corporation, are paid; and

(c) be subject to redemption in the manner provided herein with respect to the Preferred Stock at the price of $108.50 per share if redeemed on or before November 1, l964, and of $107.00 per share if redeemed after November 1, 1964, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption.

A series of 100,000 shares of the Preferred Stock shall:

(a) be designated "4.92% Preferred Stock, Cumulative, $100 Par Value";

(b) have a dividend rate of $4.92 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be February 1, 1966, and such dividends to be cumulative from the date of issue of said series; and

(c) be subject to redemption at the price of $106.30 per share if redeemed on or before January 1, 1971, of $104.38 per share if redeemed after January 1, 1971 and on or before January 1, 1976, and of $102.88 per share if redeemed after January 1, 1976, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption.

A series of 100,000 shares of the Preferred Stock shall:

(a) be designated "7.44% Preferred Stock, Cumulative, $100 Par Value";

(b) have a dividend rate of $7.44 per share per annum payable quarterly on February 1, May 1, August 1 and November 1 of each year, the first dividend date to be May 1, 1973, and such dividends to be cumulative from February 14, 1973; and

(c) be subject to redemption at the price of $108.39 per share if redeemed on or before February 1, 1978, of $106.53 per share if redeemed after February 1, 1978 and on or before February 1, 1983, of $104.67 per share if redeemed after February 1, 1983 and on or before February 1, 1988, and of $102.81 per share if redeemed after February 1, 1988, in each case plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption; provided, however, that no share of the 7.44% Preferred Stock, Cumulative, $100 Par Value, shall be redeemed prior to February 1, 1978 if such redemption is for the purpose or in anticipation of refunding such share through the use, directly or indirectly, of funds borrowed by the Corporation, or through the use, directly or indirectly, of funds derived through the issuance by the Corporation of stock ranking prior to or on a parity with the 7.44% Preferred Stock, Cumulative, $100 Par Value, as to dividends or assets, if such borrowed funds have an effective interest cost to the Corporation (computed in accordance with generally accepted financial practice) or such stock has an effective dividend cost to the Corporation (so computed) of less than the effective dividend cost to the Corporation of the 7.44% Preferred Stock, Cumulative, $100 Par Value.

A series of 200,000 shares of the Preferred Stock shall:

(a) be designated as the "8.36% Preferred Stock, Cumulative, $100 Par Value";

(b) have a dividend rate of $8.36 per share per annum payable quarterly on February 1, May 1, August 1, and November 1 of each year, the first dividend date to be February 1, 1993, and such dividends to be cumulative from the date of issuance; and

(c) be subject to redemption at the price of $100 par share plus an amount equivalent to the accumulated and unpaid dividends thereon, if any, to the date fixed for redemption (except that no share of the 8.36% Preferred Stock shall be redeemed on or before October 1, 1997).

Subject to the foregoing, the distinguishing characteristics of the Preferred Stock shall be:

(A) Each series of the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall be entitled but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends in preference to the Common Stock, to dividends at tbe rate stated and expressed with respect to such series herein or by the resolution or resolutions providing for the issue of such series adopted by tbe Board of Directors; such dividends to be cumulative from such date and payable on such dates in each year as may be stated and expressed in said resolution, to stockholders of record as of a date not to exceed forty (40) days and not less than ten
(10) days preceding the dividend payment dates so fixed.

(B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in defauIt in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such preferred stock in default shall have been paid, the holders of the Preferred Stock pari passu with the holders of other preferred stock then outstanding, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and, except as provided in the following paragraph, the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation, then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred Stock; then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors.

In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant.

Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice- President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of preferred stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on preferred stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any Transfer Agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of stockholders shall be so adjourned, it shall be the duty of the President, a Vice-President or the Secretary of the Corporation, within ten (10) days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice. Such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of stockholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation, or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class. shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of stockholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued the exception, that if, at any adjourned annual meeting, or special meeting in lieu thereof, the holders of 35% of the outstanding Preferred Stock are not present in person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting.

(C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding:

(1) create, authorize or issue any new stock which, after issuance would rank prior to the Preferred Stock as to dividends, in liquidation, dissolution, winding up or distribution, or create, authorize or issue any security convertible into shares of any such stock except for the purpose of providing funds for the redemption of all of the Preferred Stock then outstanding, such new stock or security not to be issued until such redemption shall have been authorized and notice of such redemption given and the aggregate redemption price deposited as provided in paragraph (G) below; provided, however, that any such new stock or security shall be issued within twelve months after the vote of the Preferred Stock herein provided for authorizing the issuance of such new stock or security; or

(2) amend, alter, or repeal any of the rights, preferences or powers of the holders of the Preferred Stock so as to affect adversely any such rights, preferences or powers; provided, however, that if such amendment, alteration or repeal affects adversely the rights, preferences or powers of one or more, but not all, series of Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds of the total number of outstanding shares of all series so affected shall be required; and provided, further, that an amendment to increase or decrease the authorized amount of Preferred Stock or to create or authorize, or increase or decrease the amount of, any class of stock; ranking on a parity with the outstanding shares of the Preferred Stock as to dividends or assets shall not be deemed to affect adversely the rights, preferences or powers of the holders of the Preferred Stock or any series thereof.

(D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:

(1) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Corporation, unless such merger or consolidation or sale or other disposition, or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935; or

(2) issue or assume any unsecured notes, debentures or other securities representing unsecured indebtedness for purposes other than (i) the refunding of outstanding unsecured indebtedness theretofore issued or assumed by the Corporation resulting in equal or longer maturities, or (ii) the reacquisition, redemption or other retirement of all outstanding shares of the Preferred Stock, if immediately after such issue or assumption, the total principal amount of all unsecured notes, debentures or other securities representing unsecured indebtedness issued or assumed by the Corporation, including unsecured indebtedness then to be issued or assumed (but excluding the principal amount then outstanding of any unsecured notes, debentures, or other securities representing unsecured indebtedness having a maturity in excess of ten (10) years and in amount not exceeding 10% of the aggregate of (a) and (b) of this section below) would exceed ten per centum (10%) of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Corporation and then to be outstanding, and (b) the capital and surplus of the Corporation as then to be stated on the books of account of the Corporation. When unsecured notes, debentures or other securities representing unsecured debt of a maturity in excess of ten (10) years shall become of a maturity of ten (10) years or less, it shall then be regarded as unsecured debt of a maturity of less than ten (10) years and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, and when provision shall have been made, whether through a sinking fund or otherwise, for the retirement, prior to their maturity, of unsecured notes, debentures, or other securities representing unsecured debt of a maturity in excess of ten (10) years, the amount of any such security so required to be retired in less than ten (10) years shall be regarded as unsecured debt of a maturity of less than ten (10) years (and not as unsecured debt of a maturity in excess of ten (10) years) and shall be computed with such debt for the purpose of determining the percentage ratio to the sum of (a) and (b) above of unsecured debt of a maturity of less than ten (10) years, provided, however, that the payment due upon the maturity of unsecured debt having an original single maturity in excess of ten (10) years or the payment due upon the latest maturity of any serial debt which had original maturities in excess of ten (10) years shall not, for purposes of this provision, be regarded as unsecured debt of a maturity of less than ten (10) years until such payment or payments shall be required to be made within three (3) years; furthermore, when unsecured notes, debentures or other securities representing unsecured debt of a maturity of less than ten (10) years shall exceed 10% of the sum of (a) and (b) above, no additional unsecured notes, debentures or other securities representing unsecured debt shall be issued or assumed (except for the purpose set forth in (i) or
(ii) above) until such ratio is reduced to 10% of the sum of (a) and (b) above; or

(3) issue, sell or otherwise dispose of any shares of the Preferred Stock in addition to the 104,476 shares of the Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or in liquidation, dissolution, winding up or distribution, unless the gross income of the Corporation and Mississippi Power & Light Company, a Florida corporation, for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, determined in accordance with generally acccepted accounting practices (but in any event after deducting all taxes and the greater of (a) the amount for said period charged by the Corporation and Mississippi Power & Light Company, a Florida corporation, on their books to depreciation expense or (b) the largest amount required to be provided therefor by any mortgage indenture of the Corporation) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest bearing indebtedness of the Corporation and
(ii) the annual dividend requirements on all outstanding shares of the Preferred Stock and of all other classes of stock ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares of the Preferred Stock or other class of stocks ranking prior to, or on a parity with, the Preferred Stock as to dividends or distributions; and provided, further, that in any case where such additional shares of the Preferred Stock, or other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, are to be issued in connection with the acquisition of additional property, the gross income of the property to be so acquired, computed on the same basis as the gross income of the Corporation, may be included on a pro forma basis in making the foregoing computation; or

(4) issue, sell, or otherwise dispose of any shares of the Preferred Stock, in addition to the 104,476 shares of the Preferred Stock originally authorized, or of any other class of stock ranking on a parity with the Preferred Stock as to dividends or distributions, unless the aggregate of the capital of the Corporation applicable to the Common Stock and the surplus of the Corporation shall be not less than the aggregate amount payable on the involuntary liquidation, dissolution, or winding up of the Corporation, in respect of all shares of the Preferred Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (4), it becomes necessary to take into consideration any earned surplus of the Corporation, the Corporation shall not thereafter pay any dividends on shares of the Common Stock which would result in reducing the Corporation's Common Stock equity (as in paragraph (H) hereinafter defined) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution or winding up the Corporation, on all shares of the Preferred Stock and of any stock ranking prior to, or on a parity with, the Preferred Stock, as to dividends or other distributions, at the time outstanding.

(E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Section FOURTH, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the stockholders of the Corporation. As to matters upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of such Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such Preferred Stock standing in his name on the books of the Corporation.

(F) In the event of any voluntary liquidation, dissolution or winding up of the Corporation, the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any polltical subdivision, authority, agency, or instrumentality thereof, or (iii) a disrict, cooperative or other association or entity not organized for profit, the Preferred Stock, pari passu with all shares of preferred stock of any class or series then outstanding, shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of said Preferred Stock or may from time to time redeem any part thereof, by paying in cash the redemption price then applicable thereto as stated and expressed with respect to such series in the resolution providing for the issue of such shares adopted by the Board of Directors of the Corporation, or in these Amended and Restated Articles of Incorporation or any amendment thereof, plus, in each case, an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption. Notice of the intention of the Corporation to redeem all or any part of the Preferred Stock shall be mailed not less than thirty (30) days nor more than sixty (60) days before the date of redemption to each holder of record of Preferred Stock to be redeemed, at his post office address as shown by the Corporation's records, and not less than thirty (30) days' nor more than sixty (60) days' notioe of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Corporation; and, in the event of such publication, no defect in the mailing of such notice shall affect the validity of the proceedings for the redemption of any shares of Preferred Stock so to be redeemed. Contemporaneously with the mailing or the publication of such notice as aforesaid or at any time thereafter prior to the date of redemption, the Corporation may deposit the aggregate redemption price (or the portion thereof not already paid in the redemption of such Preferred Stock so to be redeemed) with any bank or trust company in the City of New York, New York, or in the City of Jackson, Mississippi, named in such notice, payable to the order of the record holders of the Preferred Stock so to be redeemed, as the case may be, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders wlth respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Corporation with respect to said shares, but shall be enlitled only to receive such moneys from said bank or trust company, with interest, if any, allowed by such bank or trust company on such moneys deposited as in this paragraph provided, on endorsement and surrender of their certificates, as aforesaid. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of six (6) years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Corporation, and in the event of such repayment to the Corporation, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Corporation, shall be deemed to be unsecured creditors of the Corporation for an amount, without interest, equivalent to the amount deposited, plus interest thereon, if any, allowed by such bank or trust company, as above stated, for the redemption of such shares and so paid to the Corporation. Shares of the Preferred Stock which have been redeemed shall not be reissued. If less than all of the shares of the Preferred Stock are to be redeemed, the shares thereof to be redeemed shall be selected by lot, in such manner as the Board of Directors of the Corporation shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Corporation. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not redeem, purchase or otherwise acquire less than all of the shares of the Preferred Stock, if, at the time of such redemption, purchase or other acquisition, dividends payable on the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such redemption, purchase or other acquisition, all such defaults shall be cured or unless such redemption, purchase or other acquisition shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935; and provided further that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not make any payment or set aside any funds for payment into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, if, at the time of such payment, or the setting apart of funds for such payment, dividends payable on the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such payment or the setting apart of funds for such payment, all such defaults shall be cured or unless such payment, or the setting apart of funds for such payment, shall bave been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and cancelled.

(H) For the purposes of this paragraph (H) and subparagraph (4) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding preferred stock of the Corporation over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1954, to the end of the month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements), over the amount charged by the Corporation and Mississippi Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year; provided, however, that no deductions shall be required to be made in respect of items referred to in subdivisions (1) and (2) of this paragraph (H) in cases in which such items are being amortized or are provided for, or are being provided for, by reserves. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum of the Common Stock Equity plus item three (3) in this paragraph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve (12) months after the date of issue thereof; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock if any, subordinate to its Preferred Stock. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

(a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Corporation shall not declare such dividends in an amount which, together with all other dividends on Common Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 50% of the net income of the Corporation available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in this subparagraph (a) could have been, and have not been, declared; and

(b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Corporation shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Comrnon Stock paid within the year ending with and including the date on which such dividend is payable, exceeds 75% of the net income of the Corporation and Mississippi Power & Light Company, a Florida corporation, available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared, except in an amount not exceeding the aggregate of dividends on Common Stock which under the restrictions set forth above in subparagraph (a) and in this subparagraph (b) could have been and have not been declared; and

(c) If any time when the Common Stock Equity is 25% or more of total capitalization, the Corporation may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above.

At anytime when the aggregate of all amounts credited subsequent to January 1, 1954, to the depreciation reserve account of the Corporation and Mississippi Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Mississippi Power & Light Company, a Florida corporation, shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for common stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Mississippi Power & Light Company, a Florida corporation, or the cumulative amount computer under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements) for the period from January 1, 1954, to and including said twelve- month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Mississippi Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1954, up to but excluding said twelve-month period; provided that in the event any company other than Mississippi Power & Light Company, a Florida corporation, is merged into the Corporation the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period perior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation" shall be exclusive of amounts provided for such property prior to the merger.

(I) The Board of Directors are hereby expressly authorized by resolution or resolutions to state and express the series and distinctive serial designation of any authorized and unissued shares of Preferred Stock proposed to be issued, the number of shares to constitute each such series, the annnal rate or rates of dividends payable on shares of each series together with the dates on which such dividends shall be paid in each year, the date from which such dividends shall commence to accumulate, the amount or amounts payable upon redemption and the sinking fund provisions, if any, for the redemption or purchase of shares.

(J) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from thc date(s) after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under sinking fund provisions, if any, for the redemption or purchase of shares of any series of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for payments then or theretofore due under sinking fund provisions, if any, for the redemption or purchase of shares of any series of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordancc with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.

(K) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors or Executive Committee.

(L) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock of any class, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.

(M) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding preferred stock of any class with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two- thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any preferred stock of any class into or for Common Stock or authorize the conversion or exchange of any preferred stock; of any class into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased.

(N) A consolidation, merger or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Amended and Restated Articles of Incorporation.

(O) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account.

(P) Subject to the limitations hereinabove set forth upon the vote of a majority of all the Directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote, irrespective of class (or if the vote of a larger number or different proportion of shares is required by the laws of the State of Mississippi notwithstanding the above agreement of the stockholders of the Corporation to the contrary, then upon the vote of the larger number or different proportion of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes

(Q) Subject to the limitations hereinabove set forth, either the Preferred Stock or the Common Stock or both of said classes of stock, may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class.

(R) If any provisions in this Section FOURTH shall be in conflict or inconsistent with any other provisions of these Amended and Restated Articles of Incorporation of the Corporation the provisions of this Section FOURTH shall prevail and govern.

FIFTH: The Corporation will not commence business until at least $1,000 has been received by it as consideration for the issuance of shares.

SIXTH: Existing provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the Corporation are:

No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Corporation, or any additional stock of any class to be issued by reason of any increase of the authorized capital stock of the Corporation or of bonds, certificates of indebtedness, debentures, or other securities convertible into stock of the Corporation, but any such unissued stock or any such additional authorized issue of new stock, or of securities convertible into stock, may be issued and disposed of by the Board of Directors without offering to the stockholders then of record, or to any class of stockholders, any thereof on any terms.

SEVENTH: Existing provisions of the Amended and Restated Articles of Incorporation for the regulation of the internal affairs of the Corporation are:

(a) General authority is hereby conferred upon the Board of Directors to fix the consideration for which shares of stock of the Corporation without nominal or par value may be issued and disposed of, and the shares of stock of the Corporation without nominal or par value, whether authorized by these Amended and Restated Articles of Incorporation or by subsequent increase of the authorized number of shares of stock or by amendment of these Amended and Restated Articles of Incorporation by consolidation or merger or otherwise, and/or any securities convertible into stock of the Corporation without nominal or par value may be issued and disposed of for such consideration and on such terms and in such manner as may be fixed from time to time by the Board of Directors.

(b) The issue of the whole, or any part determined by the Board of Directors, of the shares of stock of the Corporation as partly paid, and subject to calls thereon until the whole thereof shall have been paid, is hereby authorized.

(c) The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors or the Executive Committee and all other committees and to determine the amount of such compensation and fees.

(d) The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed and the Board of Directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation, its officers, employees or agents by reason thereof; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

If the Corporation shall neglect or refuse to issue such a new certificate and it shall appear that the owner thereof has applied to the Corporation for a new certificate in place thereof and has made due proof of the loss or destruction thereof and has given such notice of his application for such new certificate on such newspaper of general circulation, published in the State of Mississippi as reasonably should be approved by the Board of Directors, and in such other newspaper as may be required by the Board of Directors, and has tendered to the Corporation adequate security to indemnify the Corporation, its officers employees, or agents, and any person other than such applicant who shall thereafter appear to be the lawful owner of such alleged lost or destroyed certificate against damage, loss or expense because of the issuance of such new certificate, and the effect thereof as herein provided, then, unless there is adequate cause why such new certificate shall not be issued, the Corporation, upon the receipt of said indemnity, shall issue a new certificate of stock in place of such lost or destroyed certificate. In the event that the Corporation shall nevertheless refuse to issue a new certificate as aforesaid, the applicant may then petition any court of competent jurisdiction for relief against the failure of the Corporation to perform its obligations hereunder. In the event that the Corporation shall issue such new certificate, any person who shall thereafter claim any rights under the certificate in place of which such new certificate is issued, whether such new certificate is issued pursuant to the judgment or decree of such court or voluntarily by the Corporation after the publication of notice and the receipt of proof and indemnity as aforesaid, shall have recourse to such indemnity and the Corporation shall be discharged from all liability to such person by reason of such certificate and the shares represented thereby.

(e) No stockholder shall have any right to inspect any account, book or document of the Corporation, except as conferred by statute or authorized by the directors.

(f) A director of the Corporation shall not be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the Corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder, officer or director, is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either (1) by a vote of a majority of a quorum of the Board of Directors or the Executive Committee, without counting in such majority or quorum any directors so interested or members of a firm so interested or a shareholder, officer or director of a corporation so interested, or (2) by the written consent, or by vote at a stockholders' meeting of the holders of record of a majority in number of all the outstanding shares of stock of the Corporation entitled to vote; nor shall any director be liable to account to the Corporation for any profits realized by or from or through any such transaction or contract of the Corporation, authorized, ratified or approved as aforesaid by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder, officer or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification or approval of such contract in any other manner provided by law.

(g) Any director may be removed, whether cause shall be assigned for his removal or not, and his place filled at any meeting of the stockholders by the vote of a majority of the outstanding stock of the Corporation entitled to vote. Vacancies and newly created directorsjips resulting from any increase in the authorized number of directors may be filled as provided in the By-Laws.

(h) Any property of the Corporation not essential to the conduct of its corporate business and purposes may be sold, leased, exchanged or otherwise disposed of by authority of its Board of Directors and the Corporation may sell, lease or exchange all of its property and franchises or any of its property, franchises, corporate rights or privileges essential to the conduct of its corporate business and purposes upon the consent of and for such considerations and upon such terms as may be authorized by a majority of the Board of Directors and the holders of a majority of the outstanding shares of stock entitled to vote, expressed in writing or by vote at a meeting called for that purpose in the manner provided by the By-Laws of the Corporation for special meetings of stockholders; and at no time shall any of the plants, properties, easements, franchises (other than corporate franchises) or securities then owned by the Corporation be deemed to be property, franchises, corporate rights or privileges essential to the conduct of the corporate business and purposes of the Corporation.

Upon the vote or consent of the stockholders required to dissolve the Corporation, the Corporation shall have power, as the attorney and agent of the holders of all of its outstanding stock, to sell, assign and transfer all such stock to a new corporation organized under the laws of the United States, the State of Mississippi or any other state, and to receive as the consideration therefor shares of stock of such new corporation of the several classes into which the stock of the Corporation is then divided, equal in number to the number of shares of stock of the Corporation of said several classes then outstanding, such shares of said new corporation to have the same preferences, voting powers, restrictions and qualifications thereof as may then attach to the classes of stock of the Corporation then outstanding so far as the same shall be consistent with such laws of the United States or of the State of Mississippi or of such other state, except that the whole or any part of such stock or any class thereof may be stock with or without nominal or par value. In order to make effective such a sale, assignment and transfer, the Corporation shall have the right to transfer all its outstanding stock on its books and to issue and deliver new certificates therefor in such names and amounts as such new corporation may direct without receiving for cancellation the certificates for such stock previously issued and then outstanding. Upon completion of such sale, assignment and transfer, the holders of the stock of the Corporation shall have no rights or interests in or against the Corporation except the right, upon surrender of certificates for stock of the Corporation properly endorsed, if required, to receive from the Corporation certificates for shares of stock of such new corporation of the class corresponding to the class of the shares surrendered, equal in number to the number of shares of the stock of the Corporation so surrendered.

(i) Upon the written assent or pursuant to the affirmative vote in person or by proxy of the holders of a majority in number of the shares then outstanding and entitled to vote, irrespective of class, (1) any or every statute of the State of Mississippi hereafter enacted, whereby the rights, powers or privileges of the Corporation are or may be increased, diminished or in any way affected or whereby the rights, powers or privileges of the stockholders of corporations organized under the law under which the Corporation is organized, are increased, diminished or in any way affected or whereby effect is given to the action taken by any part, less than all, of the stockholders of any such corporation, shall, notwithstanding any provisions which may at the time be contained in these Amended and Restated Articles of Incorporation or any law, apply to the Corporation, and shall be binding not only upon the Corporation, but upon every stockholder thereof, to the same extent as if such statute had been in force at the date of the making and filing of these Amended and Restated Articles of Incorporation and/or (2) amendments of these Amended and Restated Articles of Incorporation authorized at the time of the making of such amendments by the laws of the State of Mississippi may be made.

EIGHTH: The Amended and Restated Articles of Incorporation amend, restate, and supersede the original Articles of Incorporation, and all amendments thereto, and any prior Restated Articles of Incorporation and all amendments thereto.

DATED:    November 11, 1999

                              Entergy Mississipppi, Inc.


                              /s/ Steven C. McNeal
                                   Steven C. McNeal
                                  Vice President and
                                      Treasurer


                              /s/ Christopher T. Screen
                                Christopher T. Screen
                                 Assistant Secretary