Effective November 12, 1999
Exhibit 3(i)(f)1
AMENDED AND RESTATED
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