Exhibit 3(b)
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
COLUMBUS SOUTHERN POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Columbus Southern Power Company, an Ohio corporation, with its
principal office located in Columbus, Ohio, do hereby certify
that a meeting of the Board of Directors of said corporation was
duly called and held on the 19th day of May, 1994, at which
meeting a quorum of such Directors was present, and that at such
meeting the following Resolution of Amendment to Amended Articles
of Incorporation, as amended, was duly adopted under authority of
subdivision (B)(l) of Ohio Revised Code Section 1701.70:
RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on
November 14, 1990, subsequently as amended, be further
amended by adding at the end of Article IV thereof, the
following new Divisions 15 and 16:
15. Subject to and in accordance with the
provisions of this Article IV, there is hereby created
a series of Cumulative Preferred Shares of the par
value of $100 per share which shall be designated
"Cumulative Preferred Shares, 7% Series" and shall
consist of a maximum of 250,000 Cumulative Preferred
Shares of such series. Shares of such series redeemed
or otherwise acquired by the Corporation shall be
retired and shall thereafter be authorized and unissued
shares of Cumulative Preferred Shares, with a par value
of $100 per share, without designation as to series.
16. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, 7% Series, in the respects
in which the shares of such series vary from shares of
other series of the Cumulative Preferred Shares, $100
par value, shall be as follows:
(i) The annual dividend rate for such
series shall be 7% per share, per annum, which
dividend shall be calculated, per share, at such
percentage multiplied by $100, payable quarterly
on the first days of February, May, August and
November in each year with respect to the
quarterly period ending on the day preceding each
such respective payment date, and the date from
which dividends shall be cumulative on all shares
of such series issued prior to the record date for
the dividend payable August 1, 1994 shall be the
date of original issue of shares of such series.
(ii) Shares of such series are not
redeemable except as provided in clause (iv) of
this Division 16.
(iii) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall
be $100 per share plus an amount equal to accrued
and unpaid dividends.
(iv)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, 50,000 shares of such series,
at a sinking fund redemption price of $100 per
share plus accrued and unpaid dividends to the
date of redemption on August 1 of each year
commencing with the year 2000. The sinking fund
requirements shall be cumulative so that if on any
such August 1 the sinking fund requirement shall
not have been met, then such sinking fund
requirement, to the extent not met, shall become
an additional sinking fund requirement for the
next succeeding August 1 on which such redemption
may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in clause (iv)(1) of this Division 16, to
redeem at the sinking fund redemption price of
$100 per share plus accrued and unpaid dividends
to the date of redemption up to an additional
50,000 shares of such series. No redemption made
pursuant to this clause (iv)(2) shall be deemed to
fulfill any sinking fund redemption established
pursuant to clause (iv)(1).
(3) The Corporation shall be entitled,
at its election, to credit against the sinking
fund requirement due on August 1 of any year
pursuant to clause (iv)(1) of this Division 16,
shares of such series theretofore purchased or
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otherwise acquired by the Corporation (other than
pursuant to the option provided by clause (iv)(2)
of this Division 16) and not previously credited
against any such sinking fund requirement.
(v) The shares of such series shall not
have any rights to convert the same into and/or
purchase shares of any other series or class or
other securities, or any special rights other than
those specified herein.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President
and the Secretary or an Assistant Secretary of the
Corporation, containing a copy of this resolution and a
statement of the manner of its adoption, be filed in the
Office of the Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Columbus Southern Power Company, acting
for and on behalf of said corporation, have hereunto subscribed
their names this 19th day of May, 1994.
COLUMBUS SOUTHERN POWER COMPANY
By__/s/ G. P. Maloney_____________
Vice President
By__/s/ Jeffrey D. Cross__________
Assistant Secretary