ARTICLES OF RESTATEMENT
TO THE CHARTER OF
BALTIMORE GAS AND ELECTRIC COMPANY
Baltimore Gas and Electric Company, a corporation organized and existing under
the laws of the State of Maryland, hereby certifies as follows:
1.The corporation desires to restate its Charter as currently in
effect.
2.The provisions of the Charter set forth in these Articles of
Restatement are all of the provisions of the Charter currently in
effect.
3.The restatement of the Charter was approved by a majority of the
Executive Committee of the Board of Directors of the corporation at
its March 26, 1996 meeting, and was unanimously approved, ratified
and confirmed by written consent of the Board of Directors of the
corporation.
4.The Charter is not amended by these Articles of Restatement.
5.The current address of the principal office of the corporation is
Gas and Electric Building, 39 West Lexington Street, Baltimore,
Maryland 21201.
6.The names of the corporation's current resident agents are David A.
Brune and Stephen J. Rosasco, and the address for both of them is 39
West Lexington St., Baltimore, Maryland 21201.
7.The number of Directors of the corporation is 14 and the names of
those currently in office are as follows:
Christian H. Poindexter
Edward A. Crooke
H. Furlong Baldwin
Beverly B. Byron
J. Owen Cole
Dan A. Colussy
James R. Curtiss
Jerome W. Geckle
Martin L. Grass
Freeman A. Hrabowski, III
Nancy Lampton
George V. McGowan
George L. Russell, Jr.
Michael D. Sullivan
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8.The restated provisions of the charter are as follows:
I
The name of the said corporation shall be
BALTIMORE GAS AND ELECTRIC COMPANY
II
Without in any particular limiting or restricting any of the objects and powers
of the corporation hereby formed, it is expressly provided that it shall have
power to manufacture, buy, deal in or otherwise acquire gas, and to furnish,
convey, distribute, sell or otherwise dispose of the same for any and all
purposes, public or private; to generate or otherwise acquire electricity or
other mechanical power, and to transmit, convey, distribute, furnish, sell or
otherwise dispose of the same for light, heat, power, refrigeration, signaling,
traction and any and all other purposes, both public and private; to acquire,
hold, sell or otherwise dispose of all property, real, personal or mixed, useful
in carrying out any lawful purpose whatsoever; and to have, enjoy and exercise
all the rights, powers and privileges which are now or may hereafter be
conferred upon corporations organized under the laws of Maryland; and, in
carrying on its business, or for the purpose of attaining or furthering any of
its objects and purposes, to do any and all other things and exercise any and
all other powers which now are or hereafter may be permitted by law.
It is expressly declared that the corporate purposes and powers of this
corporation, the purposes for which it was formed and the business and objects
to be carried on and promoted by it, and the powers of its Board of Directors,
include, among other things, the making, by this corporation alone or together
with one or more persons or corporations of this or any state or jurisdiction,
of any and all contracts and arrangements for the purchase or acquisition of
electricity in this state or elsewhere from any one or more persons or
corporations of this or any state or jurisdiction and/or the acquisition, by
purchase, subscription or otherwise, holding, sale and/or other disposition of
all or any part, whether more or less than a majority, of the capital stock or
any class thereof, bonds, notes and/or other obligations of any such last
mentioned persons or corporations and/or the guaranteeing, whether severally by
this corporation or jointly and/or severally with one or more persons or
corporations of this or any state or jurisdiction, of dividends on any such
stock aforesaid and/or principal of and/or interest on any such bonds, notes
and/or other obligations aforesaid and/or other terms or provisions of any such
stock, bonds, notes and/or other obligations aforesaid and/or mortgages or other
instruments securing the same. This express declaration shall not be construed
as implying that the purposes, powers, business and objects of this corporation,
and the powers of its directors, do not already (without this declaration)
include all those herein stated.
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III
The business and operations of said corporation are to be carried on in the City
of Baltimore, and in such other place or places within and without the State of
Maryland as the directors may determine. The principal offices of said
corporation shall be located in the City of Baltimore.
IV
1.The total amount of capital stock which this corporation is authorized to
issue is one hundred eighty-two million, five hundred thousand (182,500,000)
shares, classified as follows: (1) one million (1,000,000) shares of the par
value of one hundred dollars ($100) each, with an aggregate par value of one
hundred million dollars ($100,000,000), are preferred stock, of which one
million (1,000,000) shares of the aggregate par value of one hundred million
dollars ($100,000,000) are authorized but unissued and unclassified preferred
stock; (2) six million, five hundred thousand (6,500,000) shares with an
aggregate par value of six hundred fifty million dollars ($650,000,000) are
preference stock, of which two hundred thousand (200,000) shares of the
aggregate par value of twenty million dollars ($20,000,000) are issued and
outstanding 7.78% Cumulative Preference Stock, 1973 Series, four hundred
twenty-five thousand (425,000) shares of the aggregate par value of forty-two
million, five hundred thousand dollars ($42,500,000) are issued and
outstanding 7.50% Cumulative Preference Stock, 1986 Series, four hundred forty
thousand (440,000) shares of the aggregate par value of forty-four million
dollars ($44,000,000) are issued and outstanding 6.75% Cumulative Preference
Stock, 1987 Series, five hundred thousand (500,000) shares of the aggregate
par value of fifty million dollars ($50,000,000) are issued and outstanding
7.80% Cumulative Preference Stock, 1989 Series, three hundred thousand
(300,000) shares of the aggregate par value of thirty million dollars
($30,000,000) are issued and outstanding 8.25% Cumulative Preference Stock,
1989 Series, three hundred ninety thousand (390,000) shares of the aggregate
par value of thirty-nine million dollars ($39,000,000) are issued and
outstanding 8.625% Cumulative Preference Stock, 1990 Series, three hundred
fifty thousand (350,000) shares of the aggregate par value of thirty five
million dollars ($35,000,000) are issued and outstanding 7.85% Cumulative
Preference Stock, 1991 Series, four hundred thousand (400,000) shares of the
aggregate par value of forty million dollars ($40,000,000) are issued and
outstanding 7.125% Cumulative Preference Stock, 1993 Series, five hundred
thousand (500,000) shares of the aggregate par value of fifty million dollars
($50,000,000) are issued and outstanding 6.97% Cumulative Preference Stock,
1993 Series, four hundred thousand (400,000) shares of the aggregate par value
of forty million dollars ($40,000,000) are issued and outstanding 6.70%
Cumulative Preference Stock, 1993 Series, six hundred thousand (600,000)
shares of the aggregate par value of sixty million dollars ($60,000,000) are
issued and outstanding 6.99% Cumulative Preference Stock, 1995 Series, one
million, nine hundred
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ninety-five thousand (1,995,000) shares of the aggregate par value of one
hundred ninety-nine million five hundred thousand dollars ($199,500,000) are
authorized, but unissued and unclassified preference stock; and (3) the
balance, one hundred seventy-five million (175,000,000) shares without par
value, is common stock of which one hundred fifty-one million, eleven
thousand, six hundred and sixty-three (151,011,663) shares have either been
issued and are now outstanding or have been reserved for issuance and
twenty-three million, nine hundred eighty-eight thousand, three hundred
thirty-seven (23,988,337) shares are authorized but unissued and unreserved.
The aggregate par value of all the authorized shares of all classes of stock
having par value, viz., the preference stock and the preferred stock, is seven
hundred fifty million dollars ($750,000,000).
The issued and outstanding shares of common stock without par value mentioned
in this paragraph numbered 1 include both the number of such shares for which
stock certificates have been issued and also the number of shares for which
new stock certificates are now issuable in lieu and upon cancellation of
outstanding certificates for shares of common stock of the par value of one
hundred dollars ($100) each formerly authorized.
2.All preferred stock redeemed shall forthwith be cancelled and retired but
shall have the status of authorized but unissued preferred stock of the
corporation.
3.In the event of any liquidation or dissolution or winding up, whether
voluntary or involuntary, of the corporation, the holders of the preferred
stock shall be entitled to be paid in full both the par amount of their shares
and an amount equal to the unpaid dividends accrued thereon (whether earned or
declared or not) adjusted to date of such payment, before any amount shall be
paid to either the holders of the preference stock or the holders of the
common stock.
4.All payments to the holders of the preferred stock, whether payments of
dividends or payments in the event of redemption, liquidation, dissolution or
winding up, shall be made without deduction for any tax or taxes, other than
income taxes, which the corporation may be required or permitted to pay
thereon or to retain therefrom under any present or future law of the United
States of America or of any state, county or municipality therein.
5.The right is hereby reserved to make from time to time any amendments of the
charter of the corporation which change the terms of the preferred stock by
classification or sub classification of all or any of the authorized but
unissued preferred stock into one or more series of the preferred stock, which
series may differ from each other and other series already outstanding in any
or all of the following respects: (a) the rate and/or payment periods of the
fixed preferential dividends payable thereon, which rate shall, however, in no
case exceed eight per cent. per annum, (b) whether or not, and if so to what
extent and on what terms and conditions, such series shall participate in
dividends in excess of the fixed preferential
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dividends thereon, or in distribution of assets, upon liquidation, dissolution
or winding up, in excess of the fixed preferential distribution thereof to the
holders of the preferred stock, (c) whether or not, and if so on what terms
and conditions, such series shall be convertible at the option of the holders
into other stock (preferred, preference, or common), bonds or securities of
the corporation, and (d) the prices and times, if any, of redemption thereof.
Up to the fixed preferential dividends payable on each series of preferred
stock, all series of preferred stock shall participate (not before the
respective dividend dates of each series of preferred stock) at the same rate
per cent. per annum in any payments for, or including any period (whether a
dividend period or part of such a period) aggregating less than the full
preferential dividends on all series of preferred stock for such period; if
for any period (whether a dividend period or part of such a period) full
preferential dividends shall not have been paid on any series of preferred
stock when payable, the deficiency shall be payable before any dividends for
any subsequent dividend period, or part of such a period, shall be paid upon
or set apart for any series of the preferred stock. All of the preferred stock
having identical characteristics shall be given the same serial designation.
Except in the event of a failure to pay full dividends on the preferred stock
and/or on the preference stock, and the continuance of such failure for one
year as hereinafter, in the paragraph numbered 6 hereof, provided, neither the
preferred stock nor the preference stock shall have any voting power and the
common stock shall have full sole voting power with respect to any such
proposed amendment of the charter of the corporation. The express reservation
of the right to make, through the sole voting power of the common stock and
without the vote of any of the preferred stock or any of the preference stock,
any such amendments of the charter of the corporation as are specified in this
paragraph, numbered 5, shall not be construed as in any way limiting the right
to make any other amendments of the charter of the corporation in accordance
with the laws of Maryland and the provisions of the next succeeding paragraph,
numbered 6, hereof.
6.The common stock shall have full voting powers, that is to say, one vote for
each share with respect to all matters. Neither the preferred stock nor the
preference stock shall have any voting power except that: (a) the preferred
stock shall have four votes for each share of preferred stock, with respect to
any proposed amendment of the charter of the corporation (other than any such
amendment as is specified in the paragraphs numbered 5 and 16 hereof), any
proposed consolidation with any other corporation or corporations, any
proposed sale, lease or exchange of all its property and assets as an
entirety, including its good will and franchises, to or with any other
corporation or any proposed dissolution of the corporation, and no such
amendment of the charter of the corporation, consolidation, sale, lease,
exchange or dissolution shall be authorized, ratified, accepted or effected
without the affirmative vote of two-thirds of all the shares of preferred
stock in favor of such amendment, consolidation, sale,
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lease, exchange or dissolution, as the case may be; (b) whenever the
corporation shall fail to pay full dividends on the preferred stock and such
failure shall continue for one year, the preferred stock shall then have four
votes for each share of preferred stock with respect to all matters, until and
unless all such dividends shall have been paid in full; (c) the preference
stock shall have one vote for each share of preference stock with respect to
any proposed amendment of the charter of the corporation which would create or
authorize any shares of stock ranking prior to or on a parity with the
preference stock as to dividends or as to distribution of assets, or which
would substantially adversely affect the contract rights, as expressly set
forth in the charter, of the preference stock, and no such amendment of the
charter of the corporation of the nature described in this subsection (c) of
this paragraph 6 shall be authorized, ratified, accepted or effected without
the affirmative vote of two-thirds of all the shares of preference stock
outstanding in favor of such amendment; and (d) whenever the corporation shall
fail to pay full dividends on the preference stock and such failure shall
continue for one year, the preference stock shall then have one vote for each
share of preference stock with respect to all matters, until and unless all
such dividends shall have been paid in full.
7.While any shares of preferred stock are outstanding, there shall not be issued
without the prior affirmative vote or written consent of the holders of
two-thirds of the total number of shares of preferred stock then outstanding,
any additional preferred stock if, at the time of issuance of such additional
preferred stock and after giving effect to such issuance, the aggregate par
value of the preferred stock to be outstanding after such issuance, would
exceed an amount equal to the aggregate amount in dollars in the common stock
account of the corporation plus any capital surplus represented by
consideration received for the issuance of common stock, all as shown on the
books of account of the corporation, provided, however, that if preferred
stock is issued for the purpose of retiring outstanding preferred stock then
the preferred stock to be retired shall not be counted as outstanding for
purposes of the foregoing limitation; nor, without like affirmative vote or
written consent, shall the outstanding common stock not held or owned by the
corporation be reduced by purchase or retirement by the corporation or such
capital surplus be reduced by distribution, if and to the extent that, after
such reduction, the aggregate par value of the outstanding preferred stock
would exceed the sum of the dollars in the common stock account of the
corporation plus any capital surplus represented by consideration received for
the issuance of common stock, all as shown on the books of account of the
corporation. For the purpose of determining compliance with the limitations
contained in this paragraph, if the corporation purchases common stock, the
said common stock and capital surplus accounts shall be deemed to be thereby
reduced by that portion of the total dollars in said accounts which is
equivalent to the ratio of the number of shares of common stock purchased to
the number outstanding and not held or owned by the corporation immediately
before such purchase, but in such a case if the common stock so purchased is
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subsequently sold or retired the said common stock and capital surplus
accounts shall be deemed to be reduced thereafter only by the actual charges
to said accounts.
8.At no time shall any preferred stock be issued unless at the time of such
issuance the net earnings of the corporation, over and above operating
expenses (including allowance for depreciation and other reserves), fixed
charges and any other deductions from or charges against income ranking prior
to dividends on the preferred stock, for a period of twelve successive
calendar months ending within the sixty days immediately preceding such
issuance of preferred stock, shall have been at least twice a sum equal to
full preferential dividends for one year on (a) all preferred stock already
outstanding at the time of such issuance, and (b) the preferred stock so to be
issued, provided that in the case of preferred stock being issued for the
purpose of retiring outstanding preferred stock, the preferred stock to be
retired shall not be counted as outstanding for purposes of this limitation.
9.Subject to and upon compliance with all the provisions foregoing, the capital
stock of the corporation, preferred, preference, and common, may be issued and
disposed of as and when such issuance may, pursuant to the laws of Maryland,
be authorized by the Board of Directors. The Board of Directors is hereby
empowered to authorize the issuance from time to time of shares of common
stock without par value and securities convertible into shares of common stock
without par value and rights to purchase the same for such consideration as
said Board of Directors may deem advisable. The Board of Directors is hereby
empowered by resolution to authorize the issuance of any number of shares of
stock of one or more classes and/or any amount of convertible securities
and/or rights to purchase the same from time to time for such considerations
as said Board of Directors may deem advisable. The holders of shares of
capital stock of the corporation shall have no preferential or preemptive
right, as stockholders, to subscribe for, purchase or receive any
proportionate or other part of any issue of additional capital stock of any
class, now or hereafter authorized, which may be issued by the corporation,
except such right, if any, as may be conferred by the Board of Directors in
authorizing such issuance. In furtherance and not in limitation of the powers
already vested in the corporation or the Board of Directors, the corporation,
through the Board of Directors, may authorize from time to time the issuance
and disposition, pursuant to the laws of Maryland, of shares of common stock
to any or all of its employees, including officers, or to trustees on behalf
of such employees for such considerations as said Board of Directors may deem
advisable. Notwithstanding any other provision contained in this Charter, the
Board of Directors of the corporation may authorize the issue of some or all
of the shares of any or all classes or series of stock authorized under this
Charter to be issued without certificates. This authorization may not affect
shares already represented by certificates outstanding until they are
surrendered to the corporation.
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10. The Board of Directors is hereby empowered from time to time to classify or
reclassify all or any of the authorized but unissued preferred stock into one
or more series of the preferred stock, which series may differ from each other
and other series already outstanding in any or all of the following respects:
(a) the rate and/or payment periods of the fixed preferential dividends
payable thereon, which rate shall, however, in no case exceed eight per cent.
per annum, (b) whether or not, and if so on what terms and conditions, such
series shall be convertible at the option of the holders into other stock
(preferred, preference, or common), bonds or securities of the corporation,
and (c) the prices and times, if any, of redemption thereof. Up to the fixed
preferential dividends payable on each series of preferred stock, all series
of preferred stock shall participate (not before the respective dividend dates
of each series of preferred stock) at the same rate per cent. per annum in any
payments for, or including, any period (whether a dividend period or part of
such period) aggregating less than the full preferential dividends on all
series of preferred stock for such period; if for any period (whether a
dividend period or part of such a period) full preferential dividends shall
not have been paid on any series of preferred stock when payable, the
deficiency shall be payable before any dividends for any subsequent dividends
period, or part of such a period, shall be paid upon or set apart for the
preferred stock. All of the preferred stock having identical characteristics
shall be given the same serial designation.
11. Subject to the provisions of paragraph 6 hereof, notwithstanding any
provision of law requiring any action to be taken or authorized by the
affirmative vote of the holders of a majority or other designated proportion
of the shares of stock of the corporation or of the shares of each class or to
be otherwise taken or authorized by vote of the stockholders of the
corporation, such action shall be effective and valid if taken or authorized
by such vote of its stockholders as is hereby required for such action, viz.,
by the affirmative vote of the holders of a majority or other designated
proportion of all of the shares of preferred stock outstanding and entitled to
vote thereon voting as a class, and the affirmative vote of the holders of a
majority or other designated proportion of the shares of common stock
outstanding and entitled to vote thereon, voting as a class, the same (in the
case of preferred stock and common stock respectively) as the majority or
other designated proportion of the shares of each class of stock otherwise
required by law; the requisite number of affirmative votes in any case not to
be less than a majority in number of the aggregate number of votes to which
the holders of all of the shares of preferred stock outstanding and entitled
to vote thereon shall be entitled and a majority in number of the aggregate
number of votes to which the holders of all of the shares of common stock
outstanding and entitled to vote thereon shall be entitled, except in cases in
which the law authorizes such action to be taken or authorized by a less vote;
the requisite number of affirmative votes in any case not to be less than the
affirmative vote, if any, of
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shares of preferred stock required in such case by the provisions of the
paragraph numbered 6 hereof.
12. The preference stock shall entitle the holders thereof to receive, when and
as declared, from the surplus or net profits of the corporation remaining
after the preferential dividend requirements for the outstanding preferred
stock have been provided for yearly dividends payable at such times and at
such rates as hereinafter provided. The dividends on the preference stock
shall be cumulative and shall be payable before any dividend on the common
stock shall be paid or set apart.
13. In the event of any liquidation or dissolution or winding up, whether
voluntary or involuntary, of the corporation, the holders of the preference
stock shall be entitled to be paid in full, from any assets and funds of the
corporation remaining after payment to the holders of the preferred stock as
provided in paragraph numbered 3 hereof, both the par amount of their shares
and an amount equal to the unpaid dividends accrued thereon (whether earned or
declared or not) adjusted to date of such payment before any amount shall be
paid to the holders of the common stock; and after the payment to the holders
of the preference stock of its par value and an amount equal to the unpaid
dividends accrued thereon, the remaining assets and funds shall be divided and
paid to the holders of the common stock according to their respective shares.
14. All preference stock redeemed shall forthwith be cancelled and retired but
shall have the status of authorized but unissued preference stock of the
corporation.
15. The Board of Directors is hereby empowered from time to time to classify or
reclassify all or any of the authorized, but unissued preference stock into
one or more series of preference stock, which series may differ from each
other and other series already outstanding in any or all of the following
respects: (a) the rate or rates of the preferential dividends payable thereon,
and, if applicable, the manner in which such dividends are determined, (b)
whether or not, and if so, on what terms and conditions, such series shall be
convertible at the option of the holders into other stock, bonds or securities
of the corporation, (c) the prices and times, if any, of redemption thereof,
(d) the sinking fund provisions, if any, applicable thereto, (e) the date(s),
or the method of determining the date(s), on which such dividends are payable
thereon, and (f) the par value thereof. Up to the preferential dividends
payable on each series, all series of preference stock shall participate at
the same rate per cent per annum, in any payments for, or including, any
period (whether a dividend period or part of such a period) aggregating less
than the full preferential dividends on all series of preference stock for
such period; if for any period (whether a dividend period or part of such a
period) full preferential dividends shall not have been paid on any series of
preference stock when payable, the deficiency shall be payable before any
dividends for any subsequent dividend period,or part of such a period,shall be
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paid upon or set apart for the preference stock. All of the preference stock
having identical characteristics shall be given the same serial designation.
16. The right is hereby reserved to make from time to time amendments of the
charter of the corporation to provide that one or more series of the
authorized but unissued preference stock shall, and to what extent and on what
terms and conditions, participate in dividends in excess of the fixed
preferential dividends thereon, or in distribution of assets, upon
liquidation, dissolution, or winding up, in excess of the fixed preferential
distribution thereof to the holders of preference stock. Except in the event
of a failure to pay full dividends on the preferred stock and/or on the
preference stock, and the continuance of such failure for one year as provided
in paragraph numbered 6 hereof, neither the preferred stock nor the preference
stock shall have any voting power and the common stock shall have full sole
voting power with respect to any such proposed amendment of the charter of the
corporation.
17. At no time shall any preference stock be issued unless at the time of such
issuance the net earnings of the corporation, over and above operating
expenses (including allowance for depreciation and other reserves), fixed
charges and any other deductions from or charges against income (including
dividend requirements on stock ranking prior to preference stock) which rank
prior to dividends on the preference stock, for a period of twelve successive
calendar months ending within the three calendar months immediately preceding
the month in which such preference stock is issued, shall have been at least
twice a sum equal to full preferential dividends for one year on (a) all
preference stock already outstanding at the time of such issuance, and (b) the
preference stock so to be issued.
18. (a) The 7.78% Cumulative Preference Stock, 1973 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of seven and seventy-eight hundredths per
cent per annum and no more, payable quarterly on the first days of January,
April, July, and October in each year commencing January 1, 1974. The
dividends on the 7.78% Cumulative Preference Stock, 1973 Series ($100 par
value), shall be cumulative and shall be payable before any dividend on the
common stock shall be paid or set apart; so that, if in any year or years
dividends amounting to seven and seventy-eight hundredths per cent shall not
have been paid thereon, the deficiency shall be payable before any dividends
shall be paid upon or set apart for the common stock. Dividends on 7.78%
Cumulative Preference Stock, 1973 Series ($100 par value), will accrue from
November 28, 1973.
(b) The 7.78% Cumulative Preference Stock, 1973 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sum hereinafter
specified as the redemption price at the time of
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redemption, in cash, for each share thereof, together with all accrued
dividends. The redemption price shall be one hundred eight dollars ($108) per
share at any time prior to December 1, 1978, then one hundred five dollars and
fifty cents ($105.50) per share prior to December 1, 1983, then one hundred
three dollars ($103) per share prior to December 1, 1988, and one hundred one
dollars ($101) per share thereafter; provided, however, that the corporation
will not, prior to December 1, 1978, redeem any shares of the 7.78% Cumulative
Preference Stock, 1973 Series ($100 par value), if such redemption is a part
of or in anticipation of any refunding operation involving the application,
directly or indirectly, of borrowed funds or the proceeds of an issue of any
stock ranking prior to or on a parity with 7.78% Cumulative Preference Stock,
1973 Series ($100 par value) if such borrowed funds have an interest rate or
cost to the corporation (calculated in accordance with generally accepted
financial practice), or such stock has a dividend rate or cost to the
corporation (so calculated), less than the dividend rate per annum of the
7.78% Cumulative Preference Stock, 1973 Series ($100 par value). In case less
than all of the preference stock of this series at the time being outstanding
is so redeemed, the shares to be redeemed shall be, as nearly as is reasonably
practicable without creating fractional shares, a proportionate part of the
holdings of each holder of preference stock of this series, or shall be
selected in whole or in part, by lot. At least thirty (30) days written notice
of the election of the corporation to redeem the preference stock of this
series, or any part thereof, and (in case less than all is to be redeemed) of
the shares thereof so to be redeemed, shall be given to each holder of
preference stock of this series so to be redeemed by mailing the same, postage
prepaid, and addressed to him at his address as it appears upon the books of
the corporation. When such notice shall have been so given and the funds for
payment of the redemption price plus accrued dividends shall have been
provided and set apart, the dividends on the shares of preference stock of
this series so called for redemption and all other rights of the holders
thereof, except the right to receive the redemption price plus accrued
dividends, shall cease.
19. (a) The 7.50% Cumulative Preference Stock, 1986 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of seven and one half per cent per annum and
no more, payable quarterly on the first days of January, April, July, and
October in each year commencing January 1, 1987. The dividends on the 7.50%
Cumulative Preference Stock, 1986 Series ($100 par value), shall be cumulative
and shall be payable before any dividend on the common stock shall be paid or
set apart; so that, if in any year or years dividends amounting to seven and
one half per cent shall not have been paid thereon, the deficiency shall be
payable before any dividends shall be paid upon or set apart
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for the common stock. Dividends on 7.50% Cumulative Preference Stock, 1986
Series ($100 par value) will accrue from and including the date of issuance.
(b) The 7.50% Cumulative Preference Stock, 1986 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sum hereinafter
specified as the redemption price at the time of redemption, in cash, for each
share thereof, together with all accrued dividends. The redemption price shall
be one hundred seven dollars and fifty cents ($107.50) per share at any time
prior to October 1, 1991, then one hundred five dollars ($105) per share prior
to October 1, 1996, then one hundred two dollars and fifty cents ($102.50) per
share prior to October 1, 2001, and one hundred dollars ($100) per share
thereafter; provided, however, that prior to October 1, 1991, the corporation
will not redeem any shares of the 7.50% Cumulative Preference Stock, 1986
Series ($100 par value), if such redemption is a part of or in anticipation of
any refunding operation involving the application, directly or indirectly, of
borrowed funds or the proceeds of an issue of any stock ranking prior to or on
a parity with 7.50% Cumulative Preference Stock, 1986 Series ($100 par value),
if such borrowed funds have an interest rate or cost to the corporation
(calculated in accordance with generally accepted financial practice), or such
stock has a dividend rate or cost to the corporation (so calculated), less
than the dividend rate per annum of the 7.50% Cumulative Preference Stock,
1986 Series ($100 par value). In case less than all of the preference stock of
this series at the time being outstanding is so redeemed, the shares to be
redeemed shall be, as nearly as is reasonably practicable without creating
fractional shares, a proportionate part of the holdings of each holder of
preference stock of this series, or shall be selected, in whole or in part, by
lot. At least thirty (30) days written notice of the election of the
corporation to redeem the preference stock of this series (or any part
thereof, in which case the notice shall specify the particular shares to be
redeemed) shall be given to each holder of the preference stock of this series
so to be redeemed by mailing the same, postage prepaid, and addressed to him
at his address as it appears upon the books of the corporation. When such
notice shall have been so given and the funds for payment of the redemption
price plus accrued dividends shall have been provided and set apart, the
dividends on the shares of preference stock of this series so called for
redemption and all other rights of the holders thereof, except the right to
receive the redemption price plus accrued dividends, shall cease.
(c) On or before October 1 of each year commencing October 1, 1992 and
continuing through October 1, 2025, there shall be provided and set apart by
the corporation a sum sufficient for the sinking fund redemption of 15,000
shares of 7.50% Cumulative Preference Stock, 1986 Series ($100 par value). On
October 1 of each year commencing October 1, 1992 and continuing through
October 1, 2025, the corporation shall make sinking fund redemptions of
12
15,000 shares of the 7.50% Cumulative Preference Stock, 1986 Series ($100 par
value) by the payment to the holders thereof, in cash, of the sum of one
hundred dollars and no cents ($100.00) for each share thereof, together with
all accrued dividends. Shares shall be selected for sinking fund redemption by
lot. At least thirty (30) days written notice of the shares of the 7.50%
Cumulative Preference Stock, 1986 Series ($100 par value) so to be redeemed
shall be given to the respective holders thereof by mailing the same, postage
prepaid, and addressed to such holder at the address as it appears upon the
books of the corporation. When such notice shall have been so given and funds
for the payment of the sinking fund redemption price, plus accrued dividends,
shall have been provided and set apart by the corporation, the dividends on
the shares of the 7.50% Cumulative Preference Stock, 1986 Series ($100 par
value) so called for sinking fund redemption and all other rights of the
holders thereof, except the right to receive the sinking fund redemption price
plus accrued dividends, shall cease.
The corporation may, at its option, in connection with any sinking fund
redemption, increase by not more than 15,000 shares the number of shares of
7.50% Cumulative Preference Stock, 1986 Series ($100 par value) to be redeemed
for the sinking fund, at such sinking fund redemption price, on any such
sinking fund redemption date, together, in every case, with all accrued
dividends; provided, however, that the right to make such optional increases
shall not be cumulative.
The corporation may, at its option, satisfy its obligation to make sinking
fund redemptions provided for in the first paragraph of this Section 19(c) by
crediting shares of 7.50% Cumulative Preference Stock, 1986 Series ($100 par
value) acquired by purchase in the open market, by redemption (otherwise than
by reason of the required sinking fund redemption provided for by the first
paragraph of this Section 19(c)) or otherwise. Notwithstanding the foregoing
provisions of this Section 19(c), the obligation to redeem shares of 7.50%
Cumulative Preference Stock, 1986 Series ($100 par value) by reason of the
sinking fund redemption (provided for in the first paragraph of this Section
19(c)) annually commencing on October 1, 1992 shall be cumulative, and unless
full cumulative redemptions of shares of 7.50% Cumulative Preference Stock,
1986 Series ($100 par value) for the sinking fund required hereby have been
made, no dividends shall be declared nor any distribution made on the Common
Stock, except dividends paid in stock of the corporation ranking junior to the
7.50% Cumulative Preference Stock, 1986 Series ($100 par value), nor shall any
purchase or other acquisition for value of such Common Stock be made. The
provisions of this Section 19(c) shall apply so long as any shares of 7.50%
Cumulative Preference Stock, 1986 Series ($100 par value) are outstanding.
20. (a) The 6.75% Cumulative Preference Stock, 1987 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the
13
corporation remaining after the preferential dividend requirements for the
outstanding preferred stock have been provided for, yearly dividends at the
rate of six and seventy five hundredths per cent per annum and no more,
payable quarterly on the first days of January, April, July, and October in
each year commencing April 1, 1987. The dividends on the 6.75% Cumulative
Preference Stock, 1987 Series ($100 par value), shall be cumulative and shall
be payable before any dividend on the common stock shall be paid or set apart;
so that, if in any year or years dividends amounting to six and seventy five
hundredths per cent shall not have been paid thereon, the deficiency shall be
payable before any dividends shall be paid upon or set apart for the common
stock. Dividends on 6.75% Cumulative Preference Stock, 1987 Series ($100 par
value), will accrue from and include January 22, 1987.
(b) The 6.75% Cumulative Preference Stock, 1987 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sun hereinafter
specified as the redemption price at the time of redemption, in cash, for each
share thereof, together with all accrued dividends. The redemption price shall
be one hundred six dollars and seventy-five cents ($106.75) per share at any
time prior to April 1, 1992, then one hundred four dollars and fifty cents
($104.50) per share prior to April 1, 1997, then one hundred two dollars and
twenty-five cents ($102.25) per share prior to April 1, 2002, and one hundred
dollars ($100) per share thereafter; provided, however, that prior to April 1,
1992, the corporation will not redeem any shares of the 6.75% Cumulative
Preference Stock, 1987 Series ($100 par value), if such redemption is a part
of or in anticipation of any refunding operation involving the application,
directly or indirectly, of borrowed funds or the proceeds of an issue of any
stock ranking prior to or on a parity with 6.75% Cumulative Preference Stock,
1987 Series ($100 par value), if such borrowed funds have an interest rate or
cost to the corporation (calculated in accordance with generally accepted
financial practice), or such stock has a dividend rate or cost to the
corporation (so calculated), less than the dividend rate per annum of the
6.75% Cumulative Preference Stock, 1987 Series ($100 par value). In case less
than all of the preference stock of this series at the time being outstanding
is so redeemed, the shares to be redeemed shall be, as nearly as is reasonably
practicable without creating fractional shares, a proportionate part of the
holdings of each holder of preference stock of this series, or shall be
selected, in whole or in part, by lot. At least thirty (30) days written
notice of the election of the corporation to redeem the preference stock of
this series (or any part thereof, in which case the notice shall specify the
particular shares to be redeemed) shall be given to each holder of the
preference stock of this series so to be redeemed by mailing the same, postage
prepaid, and addressed to him at his address as it appears upon the books of
the corporation. When such notice shall have been so given and the funds for
payment of the redemption price plus accrued dividends shall have been
provided and set apart, the dividends on the shares of preference stock of
this series so
14
called for redemption and all other rights of the holders thereof, except the
right to receive the redemption price plus accrued dividends, shall cease.
(c) On or before April 1 of each year commencing April 1, 1993 and continuing
through April 1, 2026, there shall be provided and set apart by the
corporation a sum sufficient for the sinking fund redemption of 15,000 shares
of 6.75% Cumulative Preference Stock, 1987 Series ($100 par value).
Thereafter, on April 1 of each year commencing April 1, 1993 and continuing
through April 1, 2026, the corporation shall make sinking fund redemptions of
15,000 shares of the 6.75% Cumulative Preference Stock, 1987 Series ($100 par
value) by the payment to the holders thereof, in cash, of the sum of one
hundred dollars and no cents ($100.00) for each share thereof, together with
all accrued dividends. Shares shall be selected for sinking fund redemption by
lot. At least thirty (30) days written notice of the shares of the 6.75%
Cumulative Preference Stock, 1987 Series ($100 par value) so to be redeemed
shall be given to the respective holders thereof by mailing the same, postage
prepaid, and addressed to such holder at the address as it appears upon the
books of the corporation. When such notice shall have been so given and funds
for the payment of the sinking fund redemption price, plus accrued dividends,
shall have been provided and set apart by the corporation, the dividends on
the shares of the 6.75% Cumulative Preference Stock, 1987 Series ($100 par
value) so called for sinking fund redemption and all other rights of the
holders thereof, except the right to receive the sinking fund redemption price
Plus accrued dividends, shall cease.
The corporation may, at its option, in connection with any sinking fund
redemption, increase by not more than 15,000 shares the number of shares of
6.75% Cumulative Preference Stock, 1987 Series ($100 par value) to be redeemed
for the sinking fund, at such sinking fund redemption price, on any such
sinking fund redemption date, together, in every case, with all accrued
dividends; provided, however, that the right to make such optional increases
shall not be cumulative.
The corporation may, at its option, satisfy its obligation to make sinking
fund redemptions provided for in the first paragraph of this Section 20(c) by
crediting shares of 6.75% Cumulative Preference Stock, 1987 Series ($100 par
value) acquired by purchase in the open market, by redemption (otherwise than
by reason of the required sinking fund redemption provided for by the first
paragraph of this Section 20(c)) or otherwise. Notwithstanding the foregoing
provisions of this Section 20(c), the obligation to redeem shares of 6.75%
Cumulative Preference Stock, 1987 Series ($100 par value) by reason of the
sinking fund redemption provided for in the first paragraph of this Section
20(c), annually commencing on April 1, 1993 shall be cumulative, and unless
full cumulative redemptions of shares of 6.75% Cumulative Preference Stock,
1987 Series ($100 par value) for the sinking fund required hereby have been
made, no dividends shall be declared nor any distribution made on the
15
common stock, except dividends paid in stock of the corporation ranking junior
to the 6.75% Cumulative Preference Stock, 1987 Series ($100 par value), nor
shall any purchase or other acquisition for value of such common stock be
made. The provisions of this section 20(c) shall apply so long as any shares
of 6.75% Cumulative Preference Stock, 1987 Series ($100 par value) are
outstanding.
21. (a) The 7.80% Cumulative Preference Stock, 1989 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of seven and eighty hundredths per cent per
annum and no more, payable quarterly on the first days of January, April,
July, and October in each year commencing October 1, 1989. The dividends on
the 7.80% Cumulative Preference Stock, 1989 Series ($100 par value), shall be
cumulative and shall be payable before any dividend on the common stock shall
be paid or set apart; so that, if in any year or years dividends amounting to
seven and eighty hundredths per cent shall not have been paid thereon, the
deficiency shall be payable before any dividends shall be paid upon or set
apart for the common stock. Dividends on 7.80% Cumulative Preference Stock,
1989 Series ($100 par value) will accrue from and include June 22, 1989.
(b) The 7.80% Cumulative Preference Stock, 1989 Series ($100 par value) shall
be redeemed in whole on July 1, 1997 by the payment to the holders thereof, in
cash, of the sum of one hundred dollars and no cents ($100.00) for each share
thereof, together with all accrued dividends. At least thirty (30) days
written notice shall be given to each holder of the preference stock of this
series so to be redeemed by mailing the same, postage prepaid, and addressed
to him at his address as it appears upon the books of the corporation. When
such notice shall have been so given and the funds for payment of the
redemption price plus accrued dividends shall have been provided and set
apart, the dividends on the shares of preference stock of this series so
called for redemption and all other rights of the holders thereof, except the
right to receive the redemption price plus accrued dividends, shall cease.
22. (a) The 8.25% Cumulative Preference Stock, 1989 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of eight and twenty-five hundredths per cent
per annum and no more, payable quarterly on the first days of January, April,
July, and October in each year commencing January 1, 1990. The dividends on
the 8.25% Cumulative Preference Stock, 1989 Series ($100 par value), shall be
cumulative and shall be payable before any dividend on the common stock shall
be paid or set apart; so that, if in any year or years dividends amounting to
eight and twenty-five hundredths per cent shall not
16
have been paid thereon, the deficiency shall be payable before any dividends
shall be paid upon or set apart for the common stock. Dividends on the 8.25%
Cumulative Preference Stock, 1989 Series ($100 par value) will accrue from and
include November 21, 1989.
(b) On or before October 1 of each year commencing October 1, 1995 and
continuing through October 1, 1999 (or such earlier October 1 on which there
remain any shares of 8.25% Cumulative Preference Stock, 1989 Series ($100 par
value) outstanding), there shall be provided and set apart by the corporation
a sum sufficient for the sinking fund redemption of 100,000 shares of 8.25%
Cumulative Preference Stock, 1989 Series ($100 par value). Thereafter, on
October 1 of each year commencing October 1, 1995 and continuing through
October 1, 1999 (or such earlier October 1 on which there remain any shares of
8.25% Cumulative Preference Stock, 1989 Series ($100 par value) outstanding),
the corporation shall make sinking fund redemptions of 100,000 shares of the
8.25% Cumulative Preference Stock, 1989 Series ($100 par value) by the payment
to the holders thereof, in cash, of the sum of one hundred dollars and no
cents ($100.00) for each share thereof, together with all accrued dividends.
Shares shall be selected for sinking fund redemption by lot. At least thirty
(30) days written notice of the shares of the 8.25% Cumulative Preference
Stock, 1989 Series ($100 par value) so to be redeemed shall be given to the
respective holders thereof by mailing the same, postage prepaid, and addressed
to such holder at the address as it appears upon the books of the corporation.
When such notice shall have been so given and funds for the payment of the
sinking fund redemption price, plus accrued dividends, shall have been
provided and set apart by the corporation, the dividends on the shares of the
8.25% Cumulative Preference Stock, 1989 Series ($100 par value) so called for
sinking fund redemption and all other rights of the holders thereof, except
the right to receive the sinking fund redemption price plus accrued dividends,
shall cease.
The corporation may, at its option, in connection with any sinking fund
redemption, increase by not more than 100,000 shares the number of shares of
8.25% Cumulative Preference Stock, 1989 Series ($100 par value) to be redeemed
for the sinking fund, at the sinking fund redemption price of one hundred
dollars and no cents ($100.00) for each share thereof, on any such sinking
fund redemption date, together, in every case, with all accrued dividends;
provided, however, that the right to make such optional increases shall not be
cumulative.
The corporation may, at its option, satisfy its obligation to make sinking
fund redemptions provided for in the first paragraph of this Section 22(b) by
crediting shares of 8.25% Cumulative Preference Stock, 1989 Series ($100 par
value) acquired by purchase in the open market or otherwise. Notwithstanding
the foregoing provisions of this section 22(b), the obligation to redeem
shares of 8.25% Cumulative Preference Stock, 1989 Series ($100 par value) by
reason of the sinking fund redemption (provided for in the first paragraph of
this
17
Section 22(b)), annually commencing on October 1, 1995 shall be cumulative,
and unless full cumulative redemptions of shares of 8.25% Cumulative
Preference Stock, 1989 Series ($100 par value) for the sinking fund required
hereby have been made, no dividends shall be declared nor any distribution
made on the common stock, except dividends paid in stock of the corporation
ranking junior to the 8.25% Cumulative Preference Stock, 1989 Series ($100 par
value), nor shall any purchase or other acquisition for value of such common
stock be made. The provisions of this section 22(b) shall apply so long as any
shares of 8.25% Cumulative Preference Stock, 1989 Series ($100 par value) are
outstanding.
23. (a) The 8.625% Cumulative Preference Stock, 1990 Series ($100 par value)
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of eight and six hundred and twenty-five
thousandths per cent per annum and no more, payable quarterly on the first
days of January, April, July, and October in each year commencing July 1,
1990. The dividends on the 8.625% Cumulative Preference Stock, 1990 Series
($100 par value) shall be cumulative and shall be payable before any dividend
on the common stock shall be paid or set apart; so that, if in any year or
years dividends amounting to eight and six hundred and twenty-five thousandths
per cent shall not have been paid thereon, the deficiency shall be payable
before any dividends shall be paid upon or set apart for the common stock.
Dividends on the 8.625% Cumulative Preference Stock, 1990 Series ($100 par
value) will accrue from and include June 7, 1990.
(b) On or before July 1 of each year commencing on July 1, 1996 and continuing
through July 1, 2000, there shall be provided and set apart by the corporation
a sum sufficient for the sinking fund redemption of 130,000 shares of 8.625%
Cumulative Preference Stock, 1990 Series ($100 par value). Thereafter, on July
1 of each year commencing July 1, 1996 and continuing through July 1, 2000,
the corporation shall make sinking fund redemptions of 130,000 shares of the
8.625% Cumulative Preference Stock, 1990 Series ($100 par value) by the
payment to the holders thereof, in cash, of the sum of one hundred dollars and
no cents ($100.00) for each share thereof, together with all accrued
dividends. Shares shall be selected for sinking fund redemption by lot. At
least thirty (30) days written notice of the shares of the 8.625% Cumulative
Preference Stock, 1990 Series ($100 par value) so to be redeemed shall be
given to the respective holders thereof by mailing the same, postage prepaid,
and addressed to such holder at the address as it appears upon the books of
the corporation. When such notice shall have been so given and funds for
payment of the sinking fund redemption price, plus accrued dividends, shall
have been provided and set apart by the corporation, the dividends on the
shares of the 8.625% Cumulative Preference Stock, 1990 Series ($100 par value)
so called
18
for sinking fund redemption and all other rights of the holders thereof,
except the right to receive the sinking fund redemption price plus accrued
dividends, shall cease.
The corporation may, at its option, in connection with any sinking fund
redemption, increase by not more than 130,000 shares the number of shares of
8.625% cumulative Preference stock, 1990 Series ($100 par value) to be
redeemed for the sinking fund, at the sinking fund redemption price of one
hundred dollars and no cents ($100.00) for each share thereof, on any such
sinking fund redemption date, together, in every case, with all accrued
dividends; provided, however, that the right to make such optional increases
shall not be cumulative.
The corporation may, at its option, satisfy its obligation to make sinking
fund redemptions provided for in the first paragraph of this Section 23(b) by
crediting shares of 8.625% Cumulative Preference Stock, 1990 Series ($100 par
value) acquired by purchase in the open market or otherwise. Notwithstanding
the foregoing provisions of this Section 23(b), the obligation to redeem
shares of 8.625% cumulative Preference Stock, 1990 Series ($100 par value) by
reason of the sinking fund redemption provided for in the first paragraph of
this Section 23(b), annually commencing on July 1, 1996 shall be cumulative,
and unless full cumulative redemptions of shares of 8.625% Cumulative
Preference Stock, 1990 Series ($100 par value) for the sinking fund required
hereby have been made, no dividends shall be declared nor any distribution
made on the common stock, except dividends paid in stock of the corporation
ranking junior to the 8.625% Cumulative Preference Stock, 1990 Series ($100
par value), nor shall any purchase or other acquisition for value of such
common stock be made. The provisions of this Section 23(b) shall apply so long
as any shares of 8.625% Cumulative Preference Stock, 1990 Series ($100 par
value) are outstanding.
24. (a) The 7.85% Cumulative Preference Stock, 1991 Series ($100 par value)
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of seven and eighty-five hundredths per cent
per annum and no more, payable quarterly on the first days of January, April,
July, and October in each year commencing July 1, 1991. The dividends on the
7.85% Cumulative Preference Stock, 1991 Series ($100 par value) shall be
cumulative and shall be payable before any dividend on the common stock shall
be paid or set apart; so that, if in any year or years dividends amounting to
seven and eighty-five hundredths per cent shall not have been paid thereon,
the deficiency shall be payable before any dividends shall be paid upon or set
apart for the common stock. Dividends on the 7.85% Cumulative Preference
Stock, 1991 Series ($100 par value) will accrue from and include May 1, 1991.
19
(b) On or before July 1 of each year commencing on July 1, 1997 and continuing
through July 1, 2001, there shall be provided and set apart by the corporation
a sum sufficient for the sinking fund redemption of 70,000 shares of 7.85%
Cumulative Preference Stock, 1991 Series ($100 par value). Thereafter, on July
I of each year commencing July 1, 1997 and continuing through July 1, 2001,
the corporation shall make sinking fund redemptions of 70,000 shares of the
7.85% Cumulative Preference Stock, 1991 Series ($100 par value) by the payment
to the holders thereof, in cash, of the sum of one hundred dollars and no
cents ($100.00) for each share thereof, together with all accrued dividends.
Shares shall be selected for sinking fund redemption by lot. At least thirty
(30) days written notice of the shares of the 7.85% Cumulative Preference
Stock, 1991 Series ($100 par value) so to be redeemed shall be given to the
respective holders thereof by mailing the same, postage prepaid, and addressed
to such holder at the address as it appears upon the books of the corporation.
When such notice shall have been so given and funds for payment of the sinking
fund redemption price, plus accrued dividends, shall have been provided and
set apart by the corporation, the dividends on the shares of the 7.85%
Cumulative Preference Stock, 1991 Series ($100 par value) so called for
sinking fund redemption and all other rights of the holders thereof, except
the right to receive the sinking fund redemption price plus accrued dividends,
shall cease.
The corporation may, at its option, in connection with any sinking fund
redemption, increase by not more than 70,000 shares the number of shares of
7.85% Cumulative Preference Stock, 1991 Series ($100 par value) to be redeemed
for the sinking fund, at the sinking fund redemption price of one hundred
dollars and no cents ($100.00) for each share thereof, on any such sinking
fund redemption date, together, in every case, with all accrued dividends;
provided, however, that the right to make such optional increases shall not be
cumulative.
The corporation may, at its option, satisfy its obligation to make sinking
fund redemptions provided for in the first paragraph of this Section 24(b) by
crediting shares of 7.85% Cumulative Preference Stock, 1991 Series ($100 par
value) acquired by purchase in the open market or otherwise. Notwithstanding
the foregoing provisions of this Section 24(b), the obligation to redeem
shares of 7.85% Cumulative Preference Stock, 1991 Series ($100 par value) by
reason of the sinking fund redemption provided for in the first paragraph of
this Section 24(b), annually commencing on July 1, 1997 shall be cumulative,
and unless full cumulative redemptions of shares of 7.85% Cumulative
Preference Stock, 1991 Series ($100 par value) for the sinking fund required
hereby have been made, no dividends shall be declared nor any distribution
made on the common stock, except dividends paid in stock of the corporation
ranking junior to the 7.85% Cumulative Preference Stock, 1991 Series ($100 par
value), nor shall any purchase or other acquisition for value of such common
stock be made.
20
The provisions of this Section 24(b) shall apply so long as any shares of
7.85% Cumulative Preference Stock, 1991 Series ($100 par value) are
outstanding.
25. (a) The 7.125% Cumulative Preference Stock, 1993 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of seven and one hundred twenty-five
thousandths per cent per annum and no more, payable quarterly on the first
days of January, April, July, and October in each year commencing October 1,
1993. The dividends on the 7.125% Cumulative Preference Stock, 1993 Series
($100 par value), shall be cumulative and shall be payable before any dividend
on the common stock shall be paid or set apart; so that, if in any year or
years dividends amounting to seven and one hundred twenty-five thousandths per
cent shall not have been paid thereon, the deficiency shall be payable before
any dividends shall be paid upon or set apart for the common stock. Dividends
on the 7.125% Cumulative Preference Stock, 1993 Series ($100 par value), will
accrue from and include June 24, 1993.
(b) The 7.125% Cumulative Preference Stock, 1993 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sum hereinafter
specified as the redemption price at the time of redemption, in cash, for each
share thereof, together with all accrued dividends. The applicable redemption
prices shall be:
Redemption Price Twelve Month Period
Per Share Beginning July 1,
--------- -----------------
$103.56 2003
103.21 2004
102.85 2005
102.49 2006
102.14 2007
101.78 2008
101.42 2009
101.07 2010
100.71 2011
100.36 2012
100.00 2013 and thereafter
provided, however, that prior to July 1, 2003, the corporation will not redeem
any shares of the 7.125% Cumulative Preference Stock, 1993 Series ($100 par
value). In case less than all of
21
the preference stock of this series at the time being outstanding is so
redeemed, the shares to be redeemed shall be, as nearly as is reasonably
practicable without creating fractional shares, a proportionate part of the
holdings of each holder of preference stock of this series, or shall be
selected, in whole or in part, by lot. At least thirty (30) days written
notice of the election of the corporation to redeem the preference stock of
this series (or any part thereof, in which case the notice shall specify the
particular shares to be redeemed) shall be given to each holder of the
preference stock of this series so to be redeemed by mailing the same, postage
prepaid, and addressed to him at his address as it appears upon the books of
the corporation. When such notice shall have been so given and the funds for
payment of the redemption price plus accrued dividends shall have been
provided and set apart, the dividends on the shares of preference stock of
this series so called for redemption and all other rights of the holders
thereof, except the right to receive the redemption price plus accrued
dividends, shall cease.
26. (a) The 6.97% Cumulative Preference Stock, 1993 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of six and ninety-seven hundredths per cent
per annum and no more, payable quarterly on the first days of January, April,
July, and October in each year commencing October 1, 1993. The dividends on
the 6.97% Cumulative Preference Stock, 1993 Series ($100 par value), shall be
cumulative and shall be payable before any dividend on the common stock shall
be paid or set apart; so that, if in any year or years dividends amounting to
six and ninety-seven hundredths per cent shall not have been paid thereon, the
deficiency shall be payable before any dividends shall be paid upon or set
apart for the common stock. Dividends on the 6.97% Cumulative Preference
Stock, 1993 Series ($100 par value), will accrue from and include August 5,
1993.
(b) The 6.97% Cumulative Preference Stock, 1993 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sum hereinafter
specified as the redemption price at the time of redemption, in cash, for each
share thereof, together with all accrued dividends. The applicable redemption
prices shall be:
Redemption Price Twelve Month Period
Per Share Beginning October 1,
--------- --------------------
$103.49 2003
103.14 2004
102.79 2005
102.44 2006
102.09 2007
22
101.74 2008
101.39 2009
101.05 2010
100.70 2011
100.35 2012
100.00 2013 and thereafter
provided, however, that prior to October 1, 2003, the corporation will not
redeem any shares of the 6.97% Cumulative Preference Stock, 1993 Series ($100
par value). In case less than all of the preference stock of this series at
the time being outstanding is so redeemed, the shares to be redeemed shall be,
as nearly as is reasonably practicable without creating fractional shares, a
proportionate part of the holdings of each holder of preference stock of this
series, or shall be selected, in whole or in part, by lot. At least thirty
(30) days written notice of the election of the corporation to redeem the
preference stock of this series (or any part thereof, in which case the notice
shall specify the particular shares to be redeemed) shall be given to each
holder of the preference stock of this series so to be redeemed by mailing the
same, postage prepaid, and addressed to him at his address as it appears upon
the books of the corporation. When such notice shall have been so given and
the funds for payment of the redemption price plus accrued dividends shall
have been provided and set apart, the dividends on the shares of preference
stock of this series so called for redemption and all other rights of the
holders thereof, except the right to receive the redemption price plus accrued
dividends, shall cease.
27. (a) The 6.70% Cumulative Preference Stock, 1993 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of six and seventy hundredths per cent per
annum and no more, payable quarterly on the first days of January, April,
July, and October in each year commencing January 1, 1994. The dividends on
the 6.70% Cumulative Preference Stock, 1993 Series ($100 par value), shall be
cumulative and shall be payable before any dividend on the common stock shall
be paid or set apart; so that, if in any year or years dividends amounting to
six and seventy hundredths per cent shall not have been paid thereon, the
deficiency shall be payable before any dividends shall be paid upon or set
apart for the common stock. Dividends on the 6.70% Cumulative Preference
Stock, 1993 Series ($100 par value), will accrue from and include October 14,
1993.
(b) The 6.70% Cumulative Preference Stock, 1993 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sum hereinafter
specified as the redemption price at the time of
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redemption, in cash, for each share thereof, together with all accrued
dividends. The applicable redemption prices shall be:
Twelve Month Period Redemption Price
Beginning January 1, Per Share
-------------------- ---------
2004 $103.35
2005 103.02
2006 102.68
2007 102.35
2008 102.01
2009 101.68
2010 101.34
2011 101.01
2012 100.67
2013 100.34
2014 and thereafter 100.00
provided, however, that prior to January 1, 2004, the corporation will not
redeem any shares of the 6.70% Cumulative Preference Stock, 1993 Series ($100
par value). In case less than all of the preference stock of this series at
the time being outstanding is so redeemed, the shares to be redeemed shall be,
as nearly as is reasonably practicable without creating fractional shares, a
proportionate part of the holdings of each holder of preference stock of this
series, or shall be selected, in whole or in part, by lot. At least thirty
(30) days written notice of the election of the corporation to redeem the
preference stock of this series (or any part thereof, in which case the notice
shall specify the particular shares to be redeemed) shall be given to each
holder of the preference stock of this series so to be redeemed by mailing the
same, postage prepaid, and addressed to him at his address as it appears upon
the books of the corporation. When such notice shall have been so given and
the funds for payment of the redemption price plus accrued dividends shall
have been provided and set apart, the dividends on the shares of preference
stock of this series so called for redemption and all other rights of the
holders thereof, except the right to receive the redemption price plus accrued
dividends, shall cease.
28. (a) The 6.99% Cumulative Preference Stock, 1995 Series ($100 par value),
shall entitle the holders thereof to receive, when and as declared, from the
surplus or net profits of the corporation remaining after the preferential
dividend requirements for the outstanding preferred stock have been provided
for, yearly dividends at the rate of six and ninety-nine hundredths per cent
per annum and no more, payable quarterly on the first days of January, April,
July, and October in each year commencing October 1, 1995. The dividends on
the 6.99% Cumulative Preference Stock, 1995 Series ($100 par value), shall be
cumulative and
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shall be payable before any dividend on the common stock shall be paid or set
apart; so that, if in any year or years dividends amounting to six and
ninety-nine hundredths per cent shall not have been paid thereon, the
deficiency shall be payable before any dividends shall be paid upon or set
apart for the common stock. Dividends on the 6.99% Cumulative Preference
Stock, 1995 Series ($100 par value), will accrue from and include September 7,
1995.
(b) The 6.99% Cumulative Preference Stock, 1995 Series ($100 par value), or
any portion thereof, may whenever the Board of Directors shall so determine,
be redeemed by the payment to the holders thereof of the sum hereinafter
specified as the redemption price at the time of redemption, in cash, for each
share thereof, together with all accrued dividends. The applicable redemption
prices shall be:
Twelve Month Period Redemption Price
Beginning October 1, Per Share
-------------------- ---------
2005 $103.50
2006 103.15
2007 102.80
2008 102.45
2009 102.10
2010 101.75
2011 101.40
2012 101.05
2013 100.70
2014 100.35
2015 and thereafter 100.00
provided, however, that prior to October 1, 2005, the corporation will not
redeem any shares of the 6.99% Cumulative Preference Stock, 1995 Series ($100
par value). In case less than all of the preference stock of this series at
the time being outstanding is so redeemed, the shares to be redeemed shall be,
as nearly as is reasonably practicable without creating fractional shares, a
proportionate part of the holdings of each holder of preference stock of this
series, or shall be selected, in whole or in part, by lot. At least thirty
(30) days written notice of the election of the corporation to redeem the
preference stock of this series (or any part thereof, in which case the notice
shall specify the particular shares to be redeemed) shall be given to each
holder of the preference stock of this series so to be redeemed by mailing the
same, postage prepaid, and addressed to him at his address as it appears upon
the books of the corporation. When such notice shall have been so given and
the funds for payment of the redemption price plus accrued dividends shall
have been provided and set apart, the dividends on the shares of preference
stock of this series so called for redemption and all other rights of the
holders thereof, except the right to receive the redemption price plus accrued
dividends, shall cease.
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V
A director or officer of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages except (i) to the extent
that it is proved that the person actually received an improper benefit or
profit in money, property, or services for the amount of the benefit or profit
in money, property or services actually received or (ii) to the extent that a
judgment or other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. It is the
intent of this Article that the liability of directors and officers shall be
limited to the fullest extent permitted by the Maryland General Corporation
Law, as amended from time to time.
Any repeal or modification of the foregoing paragraph by the stockholders of
the corporation shall not adversely affect any right or protection of a
director or officer of the corporation existing at the time of such repeal or
modification.
IN WITNESS WHEREOF, Baltimore Gas and Electric Company has caused these
Articles of Restatement to its Charter to be signed in its corporate name and
on its behalf by a Vice President, and its corporate seal to be hereto
affixed, duly attested by its Assistant Secretary on August 15, 1996 who each
hereby (1) acknowledge that the execution of these Articles of Restatement is
the act of Baltimore Gas and Electric Company, and (2) state that to the best
of their respective knowledge, information and belief, the matters and facts
set forth herein are true in all material respects, such statement being made
under the penalties for perjury.
BALTIMORE GAS AND ELECTRIC COMPANY
By: /s/ C.W. Shivery
----------------
Vice President
SEAL: BALTIMORE GAS AND ELECTRIC COMPANY,
INCORPORATED JUNE 20, 1906
Attest: /s/ T.E. Ruszin, Jr.
---------------------
Assistant Secretary
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