Exhibit 3(c)
RESTATED ARTICLES OF INCORPORATION
OF
LOUISIANA POWER & LIGHT COMPANY
Louisiana Power & Light Company, a corporation organized
and existing under the laws of the State of Louisiana
(sometimes hereinafter referred to as the "Corporation"),
through its undersigned President and Secretary, pursuant to
the laws of the State of Louisiana and by authority of
resolutions unanimously adopted by the Board of Directors of
the Corporation at a meeting of said Board of Directors duly
convened and held on February 15, 1980, with a quorum present
and acting throughout, does hereby certify that the Restated
Articles of Incorporation of the Corporation set forth
hereinbelow accurately copies the original Articles of
Incorporation of the Corporation as amended by all amendments
thereto in effect at the date hereof without substantive
change; that in conformity with law and the resolutions
aforesaid, however, the names and addresses of the
incorporators have been omitted and because the material so
omitted constituted the entirety of Article 6 of said Articles
of Incorporation, Article 7 of said Articles of Incorporation
has been re-numbered as Article 6 of said Restated Articles of
Incorporation, that each amendment to the Articles of
Incorporation of the Corporation heretofore made has been
effected in conformity with law; that the date of
incorporation of the Corporation was October 15, 1974 and the
date of this Restatement and of these Restated Articles of
Incorporation is February 21, 1980; and that the Restated
Articles of Incorporation of the Corporation are as follows:
ARTICLE 1
The name of this corporation is and shall be:
LOUISIANA POWER & LIGHT COMPANY
ARTICLE 2
The objects and purposes of this corporation (sometimes
hereinafter referred to as the "Corporation") and for which
the Corporation is organized are stated and declared to be to
engage in any lawful activity for which corporations may be
formed under Chapter 1 of Title 12 of the Louisiana Revised
Statutes of 1950, as amended, including specifically, but not
by way of limitation, the purchasing or otherwise acquiring,
holding, mortgaging or otherwise encumbering, and selling or
otherwise alienating of real estate and all forms of immovable
property, as well as all forms of personal and mixed property;
and further, and without in any way limiting the foregoing,
the Corporation shall have all powers which corporations may
have, and may carry on all businesses of any and every nature
and kind which corporations may carry on, under said Chapter 1
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, including, but not by way of limitation, the
following business or businesses:
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, pledge, mortgage, encumber, hypothecate, finance,
deal in, construct, build, install, equip, improve, use,
operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, generation, storage,
utilization, purchase, sale, supply, transmission,
distribution or disposition of electricity, gas or water,
or power produced thereby:
(b) Any and all kinds of plants and systems for the
manufacture of ice:
(c) Any and all kinds of works, power plants,
structures, substations, systems, tracks, machinery,
generators, motors, lamps, poles, pipes, wires, cables,
conduits, apparatus, devices, equipment, supplies,
articles and merchandise of every kind in anywise
connected with or pertaining to the manufacture,
production, generation, purchase, use, sale, supply,
transmission, distribution, regulation, control or
application of electricity, gas, water and power;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply electricity, power, energy, gas,
light, heat and water in any form and for any purposes
whatsoever;
To purchase, acquire, develop, hold, own and dispose of
lands, interests in and rights with respect to lands and
waters and fixed and movable property necessary or suitable
for the carrying out of any of the foregoing powers;
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 a 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
organized under the laws of the State of Louisiana or of any
other state or government and formed for the purpose of
carrying out any of the foregoing powers and, while the owner
of such stock, to exercise all the rights, powers and
privileges of ownership, including the right to vote thereon,
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 for the purpose of
carrying out any of the foregoing powers;
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 from the
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;
To conduct business at one or more offices and hold,
purchase, mortgage and convey real and personal property in
the State of Louisiana and in any of the several states,
territories, possessions and dependencies of the United
States, the District of Columbia and foreign countries;
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 necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers;
To purchase acquire, hold, own and 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; and
To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Articles of
Incorporation or any amendment thereof or necessary or
incidental to the protection and benefit of the Corporation.
ARTICLE 3
I
The aggregate number of shares of stock which the
Corporation shall have authority to issue and have outstanding
at any time is as follows:
(a) 150,000,000 shares of Common Stock without nominal
or par value (hereinafter called the "Common Stock").
(b) 4,500,000 shares of preferred stock having a par
value of $100 per share, which shall all be of one class
(hereinafter called the "$100 Preferred Stock"), and
12,000,000 shares of preferred stock having a par value of $25
per share, which shall all be of one class (hereinafter called
the "$25 Preferred Stock"), which said two classes of
preferred stock are hereinafter together referred to as the
"Preferred Stock", and, for certain purposes and to such
extent as are hereinafter set forth, are treated or referred
to together as a single class of stock; and further with
respect to the Preferred Stock:
(i) Said 4,500,000 shares of $100 Preferred Stock
shall be issuable in one or more series from time to
time; 1,455,000 of said shares of $100 Preferred Stock
shall be divided into twelve series, one of which shall
consist of 60,000 shares of 4.96% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"First Series Preferred Stock"), one of which shall
consist of 70,000 shares of 4.16% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Second Series Preferred Stock"), one of which shall
consist of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Third Series Preferred Stock"), one of which shall
consist of 75,000 shares of 5.16% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Fourth Series Preferred Stock"), one of which shall
consist of 80,000 shares of 5.40% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Fifth Series Preferred Stock"), one of which shall
consist of 80,000 shares of 6.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Sixth Series Preferred Stock"), one of which shall
consist of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Seventh Series Preferred Stock"), one of which shall
consist of 100,000 shares of 7.84% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Eighth Series Preferred Stock"), one of which shall
consist of 100,000 shares of 7.36% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Ninth Series Preferred Stock"), one of which shall
consist of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Tenth Series Preferred Stock"), one of which shall
consist of 300,000 shares of 9.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Eleventh Series Preferred Stock"), one of which shall
consist of 350,000 shares of 11.48% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Twelfth Series Preferred Stock"), and the remaining
3,045,000 of said shares of $100 Preferred Stock may be
divided into and issued in additional series from time to
time, each such additional shares to be provided for and
to be distinctively designated, and the issuance of the
shares of each such additional series to be authorized,
in and by a resolution or resolutions to be adopted by
the Board of Directors of the Corporation in accordance
with the provisions hereof.
(ii) Said 12,000,000 shares of $25 Preferred Stock
shall be issuable in one or more series from time to
time; one series of $25 Preferred Stock shall consist of
2,400,000 shares of 10.72% Preferred Stock, Cumulative,
$25 par value (hereinafter sometimes called "Series A
Preferred Stock"), and one series of $25 Preferred Stock
shall consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter sometimes
called "Series B Preferred Stock"); and the remaining
8,000,000 of said shares of $25 Preferred Stock may be
divided into and issued in additional series from time to
time, each such additional series to be provided for and
to be distinctively designated, and the issuance of the
shares of each such additional series to be authorized,
in and by a resolution or resolutions to be adopted by
the Board of Directors of the Corporation in accordance
with the provisions hereof.
II
The shares of each class of Preferred Stock shall have
the same rank and shall have the same relative rights except
as to matters relating to the par values and voting rights
thereof (including matters relating to quorums and
adjournments) and those characteristics with respect to which
there may be variations among the respective series of
Preferred Stock.
The shares of each series of Preferred Stock shall have
the same rank and shall have the same relative rights except
with respect to such characteristics as are peculiar to or
pertain only to the particular class of such series and with
respect to the following characteristics:
(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 and the date from which such
dividends shall commence to accumulate;
(c) The amount or amounts payable upon redemption
thereof; and
(d) The terms and amount of the sinking fund
requirements (if any) for the purchases or redemption of
shares of each series of Preferred Stock other than the
First through Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b), and (c)
above are herein set forth with respect to the First through
Tenth Series Preferred Stock and of clauses (a), (b), (c), and
(d) above are herein set forth with respect to the Eleventh
and Twelfth Series Preferred Stock and the Series A and Series
B Preferred Stock, and with respect to each additional series
of Preferred Stock, the designation of the class thereof and
the different characteristics of clauses (a), (b), (c), and
(d) above shall be set forth in the resolution of resolutions
of the Board of Directors of the Corporation providing for
such series. To the extent, if any, that the issuance of
additional series of Preferred Stock, the designation of the
class thereof, the fixing and setting forth of such different
characteristics of each additional series of Preferred Stock,
and the adoption by the Board of Directors of the resolution
or resolutions providing, therefor, constitutes or requires
the amendment of these Articles of Incorporation, the Board of
Directors shall have authority so to amend these Articles of
Incorporation, as provided by Louisiana law and particularly,
but not by way of limitation, Section 24B(6) of Title 12 of
the Louisiana Revised Statues of 1950, as amended, and to
authorize and to cause the due execution and filing of such
Articles of Amendment to these Articles of Incorporation as
the Board of Directors may deem necessary, appropriate or
advisable, or sees fit, for such purpose.
III
Further provisions with respect to the Preferred Stock
and the Common Stock are and shall be as set forth hereinafter
in this Part III of Article 3 and hereinafter in these
Articles of Incorporation.
(A) The Preferred Stock shall be entitled, but only when
and as declared by the Board of Directors, out of funds
legally available for the payment of dividends, in preference
to the Common Stock, to dividends at the rate of 4.96% per
annum on the First Series Preferred Stock, at the rate of
4.16% per annum on the Second Series Preferred Stock, at the
rate of 4.44% per annum on the Third Series Preferred Stock,
at the rate of 5.16% per annum on the Fourth Series Preferred
Stock, at the rate of 5.40% per annum on the Fifth Series
Preferred Stock, at the rate of 6.44% per annum on the Sixth
Series Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per annum
on the Eighth Series Preferred Stock, at the rate of 7.36% per
annum on the Ninth Series Preferred Stock, at the rate of
8.56% per annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series Preferred
Stock, at the rate of 11.48% per annum on the Twelfth Series
Preferred Stock, at the rate of 10.72% per annum on the Series
A Preferred Stock, and at the rate of 13.12% per annum on the
Series B Preferred Stock, of the par value thereof, and no
more, and at such rate per annum on each additional series as
shall be fixed in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for the
issuance of the shares of such series, payable quarterly on
February 1, May 1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding forty (40)
days and not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors, such
dividends to be cumulative from the last date to which
dividends upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida corporation, are
paid, with respect to the First through Tenth Series Preferred
Stock, from November 2, 1977 with respect to the Eleventh
Series Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17, 1979
with respect to the Series B Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or resolutions
so provide, the first dividend payment date for any such
additional series may be the dividend payment date next
succeeding the dividend payment date immediately following the
issuance of the shares of such series.
(B) If and when dividends payable on any of the Preferred
Stock of the Corporation at any time outstanding shall be in
default 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, 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
the holders of the Common Stock, voting separately as a class,
shall be entitled to elect the remaining directors of the
Corporation, anything herein to the contrary notwithstanding.
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 nor more than sixty
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 the 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 the 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 nor more than fifty 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 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 days nor
more than fifty 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 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 with the exception, that if, at any adjourned annual
meeting, or special meeting in lieu thereof, 35% of the
outstanding Preferred Stock is 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 (and so long as any of the First Series Preferred
Stock remains outstanding, within 180 days), after the
vote of the Preferred Stock herein provided for
authorizing the issuance of such new stock or security;
or
(2) amend, alter, change or repeal any of the
express terms of any of the Preferred Stock then
outstanding in a manner prejudicial to the holders
thereof; the increase or decrease in the authorized
amount of the Preferred Stock or the creation, or
increase or decrease in the authorized amount, of any new
class of stock ranking on a parity with the Preferred
Stock shall not, for the purposes of this paragraph, be
deemed to be prejudicial to the holders of the Preferred
Stock.
(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 by regulatory authority of the United States
of America under the provisions of the Public Utility
Holding Company Act of 1935; provided that the provisions
of this sub-paragraph (1) shall not apply to a purchase
or other acquisition by the Corporation of franchises or
assets of another corporation in any manner which does
not involve a corporate merger or consolidation; 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, (ii) the reacquisition, redemption or
other retirement of any indebtedness which reacquisition,
redemption or other retirement has been authorized by the
Securities and Exchange Commission under the provisions
of the Public Utility Holding Company Act of 1935, or
(iii) the reacquisition, redemption or other retirement
of all outstanding shares of the Preferred Stock, or
preferred stock ranking prior to, or pari passu with, 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 subparagraph (2) 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 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 the 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 five (5) years
(provided the words "five (5) years" shall read "three
(3) years" when none of the First Series Preferred Stock
remains outstanding); 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 repre
senting unsecured debt shall be issued or assumed (except
for the purposes set forth in (i), (ii) and (iii) 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 805,000 shares
of the First through Tenth Series 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, (a) so long as any of the First Series
Preferred Stock remains outstanding, unless the net
income of the Corporation and Louisiana Power & Light
Company, a Florida corporation, determined, after
provision for depreciation and all taxes and in
accordance with generally accepted accounting practices,
to be available for the payment of dividends 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, is at least
equal to twice 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, and (b) so long as any Preferred Stock remains
outstanding, unless the gross income of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, for such period, determined in accordance
with generally accepted 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
Louisiana 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 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;
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 new property, the net
income and gross income of the property to be so
acquired, computed on the same basis as the net income
and 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 805,000 shares
of the First through Tenth Series 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
sub-paragraph (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 of the Corporation, on all
shares of the Preferred Stock and of any stock ranking
prior to, or on a parity with, the Preferred Stock, as to
dividends or other distributions, at the time
outstanding.
(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
Article 3 and as may otherwise be required by law, 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 matter upon which holders of the
Preferred Stock are entitled to vote as hereinbefore expressly
provided, each holder of $100 Preferred Stock 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, and each holder of $25 Preferred Stock shall be
entitled to one-quarter (1/4) vote, in person or by proxy, for
each share of such stock standing in his name on the books of
the Corporation. As to any matters requiring or permitting or
otherwise calling for or involving the presence of, or the
consent or vote of, or any other action by, a particular
number or percentage or fraction or portion of the total
number of shares of Preferred Stock outstanding, or of the
outstanding Preferred Stock, or of the total number of shares
of Preferred Stock present in person or by proxy, or of the
Preferred Stock present in person or by proxy, for purposes of
making such calculation and determination, each share of $100
Preferred Stock shall be considered and counted as one share
and each share of $25 Preferred Stock shall be considered and
counted as one-quarter (1/4) of a share.
(F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock 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 political subdivision, authority,
agency or instrumentality thereof, or (iii) a district,
cooperative or other association or entity not organized for
profit, the Preferred Stock 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 the
Preferred Stock or may from time to time redeem any part
thereof, by paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as to the
Second Series Preferred Stock, a redemption price of $104.21
per share, as to the Third Series Preferred Stock, a
redemption price of $104.06 per share, as to the Fourth Series
Preferred Stock, a redemption price of $104.18 per share, as
to the Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred Stock, a
redemption price of $102.92 per share, as to the Seventh
Series Preferred Stock, a redemption price of $108.96 per
share if redeemed on or prior to November 1, 1980, $106.58 per
share if redeemed subsequent to November 1, 1980 but on or
prior to November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth Series
Preferred Stock, a redemption price of $107.70 per share if
redeemed on or prior to April 1, 1981, $105.74 per share if
redeemed subsequent to April 1, 1981 but on or prior to April
1, 1986, and $103.78 per share if redeemed subsequent to April
1, 1986, as to the Ninth Series Preferred Stock, a redemption
price of $107.04 per share if redeemed on or prior to January
1, 1982, $105.20 per share if redeemed subsequent to January
1, 1982 but on or prior to January 1, 1987, and $103.36 per
share if redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of $107.42
per share if redeemed on or prior to March 1, 1984, $105.28
per share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, and $103.14 per share if redeemed
subsequent to March 1, 1989, as to the Eleventh Series
Preferred Stock, a redemption price of $111.44 per share if
redeemed on or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 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 Eleventh Series Preferred Stock 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 9.4297% per annum), $109.08 per share
if redeemed subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed subsequent to
November 1, 1987 but on or prior to November 1, 1992, and
$104.36 per share if redeemed subsequent to November 1, 1992,
as to the Twelfth Series Preferred Stock, a redemption price
of $113.98 per share if redeemed on or prior to March 1, 1984
(except that no share of the Twelfth Series Preferred Stock
shall be redeemed prior to March 1, 1984 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 Twelfth Series
Preferred Stock 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 11.4560% per annum),
$111.11 per share if redeemed subsequent to March 1, 1984 but
on or prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1, 1994,
and $105.37 per share if redeemed subsequent to March 1, 1994,
as to the Series A Preferred Stock, a redemption price of
$27.68 per share if redeemed on or prior to July 1, 1984
(except that no share of the Series A Preferred Stock shall be
redeemed prior to July 1, 1984 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 Series A Preferred
Stock 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 11.2705% per annum), $27.01 per share
if redeemed subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to July 1,
1989 but on or prior to July 1, 1994, and $25.67 per share if
redeemed subsequent to July 1, 1994, and as to the Series B
Preferred Stock, a redemption price of $28.28 per share if
redeemed on or prior to October 1, 1984 (except that no share
of the Series B Preferred Stock shall be redeemed prior to
October 1, 1984 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 Series B Preferred Stock 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 14.6103% per annum), $27.46 per share if redeemed
subsequent to October 1, 1984 but on or prior to October 1,
1989, $26.64 per share if redeemed subsequent to October 1,
1989 but on or prior to October 1, 1994, and $25.82 per share
if redeemed subsequent to October 1, 1994, and as to each
additional series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and unpaid
dividends, if any, to the date fixed for redemption; provided
that without the vote of the issued and outstanding Common
Stock, the Series A Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on July 1,
1984 and on each July 1 thereafter (each such date being
hereinafter referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A Preferred
Stock shall remain outstanding, the Corporation shall redeem,
out of funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share so
redeemed, an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of the
Series A Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking Fund
Obligation shall be cumulative; if on any Series A Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall have been
redeemed; whenever on any Series A Sinking Fund Redemption
Date, the funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation and all
other sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that date,
the Corporation shall apply to the satisfaction of its Series
A Sinking Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio of such
Series A Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of the Board
of Directors, on each Series A Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to 120,000
additional shares of the Series A Preferred Stock; the
Corporation shall be entitled, at its election, to credit
against its Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the Series A
Preferred Stock (including shares of the Series A Preferred
Stock optionally redeemed at the aforesaid sinking fund
redemption price) theretofore redeemed, other than shares of
the Series A Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise acquired and
not previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the issued
and outstanding Common Stock, the Series B Preferred Stock
shall be subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1 thereafter
(each such date being hereinafter referred to as a "Series B
Sinking Fund Redemption Date"), for so long as any shares of
the Series B Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 80,000 shares of the Series B Preferred Stock (or
the number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the Series B Preferred Stock being hereinafter
referred to as the "Series B Sinking Fund Obligation"); the
Series B Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed on
that date, the Series B Sinking Fund Obligation with respect
to the shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until such
shares shall have been redeemed; whenever on any Series B
Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series B Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the Series B preferred Stock (such Obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to permit
the Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to the
satisfaction of its Series B Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such Series B Sinking Fund Obligation to
such Total Sinking Fund Obligation; in addition to the Series
B Sinking Fund Obligation, the Corporation shall have the
option, which shall be noncumulative, to redeem, upon
authorization of the Board of Directors on each Series B
Sinking Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of the Series
B Preferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date any
shares of the Series B Preferred Stock (including shares of
the Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore redeemed,
other than shares of the Series B Preferred Stock redeemed
pursuant to the Series B Sinking Fund Obligation, purchased or
otherwise acquired and not previously credited against the
Series B Sinking Fund Obligation. 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 fixed for 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' notice of such redemption may be published in such
manner as may be prescribed by resolution of the Board of
Directors of the Corporation; and, in the event of such
publication, no defect in the mailing of such notice shall
affect the validity of the proceedings for the redemption of
any shares of Preferred Stock so to be redeemed.
Contemporaneously with the mailing or publication of such
notice as aforesaid or at any time thereafter prior to the
date fixed for 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 New Orleans, Louisiana,
named in such notice, payable to the order of the record
holders of the Preferred Stock so to be redeemed, as the case
may be, on the endorsement and surrender of their
certificates, and thereupon said holders shall cease to be
stockholders with respect to such shares; and from and after
the making of such deposit such holders shall have no interest
in or claim against the Corporation with respect to said
shares, but shall be entitled 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 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 any series 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 (i) make any
payment, or set aside funds for payment, into any sinking fund
for the purchase or redemption of any shares of the Preferred
Stock, or (ii) redeem, purchase or otherwise acquire less than
all of the shares of the Preferred Stock, if, at the time of
such payment or setting aside of funds for payment into such
sinking fund, or of such redemption, purchase or other
acquisition, dividends payable on any of the Preferred Stock
shall be in default in whole or in part, unless, prior to or
concurrently with such payment or setting aside of funds for
payment into such sinking fund, and/or such redemption,
purchase or other acquisition, as the case may be, all such
defaults shall be cured or unless such payment or setting
aside of funds for payment into such sinking fund, and/or such
redemption, purchase or other acquisition, as the case may be,
shall have 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 (unless the amounts or items are being
amortized or are being provided for by reserves), (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 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, 1953
to the end of a month within ninety (90) days preceding the
date as of which Common Stock Equity is determined, of the
cumulative amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum depre
ciation provisions (this cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing co-existing mortgage indenture requirements),
over the amount charged by the Corporation and Louisiana Power
& Light Company, a Florida corporation, on their books for
depreciation during such period, including the final fraction
of a year. For the purpose of this paragraph (H):(i) the term
"total capitalization" shall mean the sum Or the Common Stock
Equity plus item (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 months after the date of
the determination of the total capitalization; 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 as
to dividends or other distributions. So long as any shares of
the Preferred Stock are outstanding, the Corporation shall not
declare or pay any dividends on the Common Stock, except as
follows:
(a) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date
on which a dividend on Common Stock is declared is, or as
a result of such dividend would become, less than 20% of
total capitalization, the Corporation shall not declare
such dividends in an amount which, together with all
other dividends on Common Stock paid by the Corporation
and Louisiana Power & Light Company, a Florida
corporation, within the year ending with and including
the date on which such dividend is payable, exceeds 50%
of the net income of the Corporation and Louisiana Power
& Light Company, a Florida corporation, available for
dividends on 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 Common Stock paid by the Corporation and
Louisiana Power & Light Company, a Florida corporation,
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 Louisiana Power & Light
Company, a Florida corporation, available for dividends
on 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) At 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.
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A or Series B Preferred
Stock remains outstanding, or there remains outstanding any
additional series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence applicable,
at any time when the aggregate of all amounts credited
subsequent to January 1, 1953 to the depreciation reserve
account of the Corporation and Louisiana Power & Light
Company, a Florida corporation, through charges to operating
revenue deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), 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 Louisiana 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) for
the period from January 1, 1953 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 Louisiana 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,
1953 up to but excluding said twelve-month period; provided
that in the event any company other than Louisiana 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 prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to depreciation
expense on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation", shall be exclusive of
amounts provided for such property prior to the merger.
(I) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart
for the payment of dividends as aforesaid on the Preferred
Stock from the dates after which dividends thereon became
cumulative, to the beginning of the period then current, with
respect to which such dividends on the Preferred Stock are
usually declared, and (ii) all payments have been made or
funds have been set aside for payments then or theretofore due
under the terms of sinking fund requirements (if any) for the
purchase or redemption of shares of 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 all payments then or theretofore due under the terms
of sinking fund requirements (if any) for the purchase or
redemption of shares 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 accordance 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.
(J) 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.
(K) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem any
outstanding Preferred Stock, may issue and sell stock of any
class then authorized but unissued, bonds, notes, evidences of
indebtedness, or other securities.
(L) 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, 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
into or for Common Stock or authorize the conversion or
exchange of any Preferred Stock 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.
(M) 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
Articles of Incorporation.
(N) 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.
(O) 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 (or if
the vote of a larger number or different proportion of shares
is required by the laws of the State of Louisiana,
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.
(P) Subject to the limitations hereinabove set forth, the
$100 Preferred Stock or the $25 Preferred Stock or the Common
Stock or any 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.
(Q) If any provision in this Article 3 shall be in
conflict or inconsistent with any other provision of the
Articles of Incorporation of the Corporation, the provisions
of this Article 3 shall prevail and govern.
ARTICLE 4
The Corporation shall have perpetual existence.
ARTICLE 5
The Board of Directors shall consist of such number of
directors as shall be determined from time to time as provided
in this Article 5. Directors shall be elected at each annual
meeting of stockholders and, subject to the provisions of
Article 3 hereof, each director so elected shall hold office
until the next annual meeting of stockholders and until his
successor is elected and qualified. The number of directors
to be elected at any annual meeting of stockholders shall,
except as otherwise provided herein, be the number fixed in
the latest resolution of the Board of Directors adopted
pursuant to the authority contained in the next succeeding
sentence and not subsequently rescinded. The Board of
Directors shall have power from time to time and at any time
when the stockholders are not assembled in an annual or
special meeting, by resolution adopted by a majority of the
directors then in office, to fix the number of directors of
the Corporation, provided that the number so fixed shall be
not less than seven (7) and not more than fifteen (15). If
the number of directors is increased, the additional directors
may, to the extent permitted by law and subject to the
provisions of Article 3 hereof, be elected by a majority of
the directors in office at the time of the increase, or, if
not so elected prior to the next annual meeting of
stockholders, such additional directors shall be elected at
such annual meeting. If the number of directors is decreased
and the decrease does not exceed the number of vacancies in
the Board then existing, then, subject to the provisions of
Article 3 hereof, such resolution may provide that it shall
become effective forthwith; and to the extent that the
decrease does exceed such number of vacancies, such resolution
shall provide that it shall not become effective until the
next election of directors by the stockholders. If the Board
of Directors shall fail to adopt a resolution which fixes
initially the number of directors, the number of directors
shall be nine (9). If, after the number of directors shall
have been fixed by such resolution, such resolution shall be
ineffective or shall cease to be in effect for any cause other
than by being superseded by another such resolution, the
number of directors shall be that number specified in the
latest of such resolutions, whether or not such resolution
continues in effect.
ARTICLE 6
For the regulation of the business and for the conduct of
the affairs of the Corporation, and to create, divide, limit
and regulate the powers of the Corporation, the directors and
the stockholders, provision is made as follows:
(a) General authority is hereby conferred upon the
Board of Directors of the Corporation 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 Articles of Incorporation or by
subsequent increase of the authorized number of shares of
stock or by amendment of these 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 by the Board of Directors 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) If now or hereafter permitted by Louisiana law,
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 in such
newspaper of general circulation, published in the State
of Louisiana, 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 allegedly 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) No holder of any stock of the Corporation shall
be entitled as of right to purchase or subscribe for any
part of any stock of the Corporation authorized by these
Articles of Incorporation or of any additional stock of
any class to be issued by reason of any increase of the
authorized capital stock of the Corporation or of any
bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Corporation, but
any stock authorized by these Articles of Incorporation
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 to such persons,
firms, corporations or associations for such
consideration and upon such terms and in such manner as
the Board of Directors may in their discretion determine,
without offering any thereof, on the same terms or on any
terms, to the stockholders then of record or to any class
of stockholders.
(g) 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 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 of the Executive Committee,
without counting in such majority or quorum any director
so interested or member of a firm so interested or a
shareholder or director of a corporation so interested,
or (2) by vote at a stockholders' meeting of the holders
of record of a majority of all the outstanding shares of
stock of the Corporation entitled to vote or by writing
or writings signed by a majority of such holders; nor
shall any director be liable to account to the
Corporation for any profits realized by and 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 is a
shareholder 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 contracts in any other manner provided by law.
(h) Any director may be removed 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 in the Board of Directors,
except vacancies arising from the removal of directors,
shall be filled by the directors remaining in office.
(i) 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, exchange or otherwise dispose of 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 consideration and upon such
terms as may be authorized by a majority of all of the
directors and the holders of a majority of the
outstanding shares of stock entitled to vote (or, if the
consent or vote of a larger number or different propor
tion of the directors and/or shares is required by the
laws of the State of Louisiana notwithstanding the above
agreement of the stockholders of the Corporation to the
contrary, then upon the consent or vote of the larger
number or different proportion of the directors and/or
shares so required) expressed in writing or by vote at a
meeting of stockholders duly called and held as provided
by law or in the manner provided by the By-Laws of the
Corporation, if not inconsistent therewith; 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.
(j) Upon the written consent or the vote of the
holders of record of a majority of the shares of stock of
the Corporation then outstanding and entitled to vote,
(1) any or every statute of the State of Louisiana (a)
increasing, diminishing, or in any way affecting the
rights, powers or privileges of stockholders of
corporations organized under the general laws of said
State, or (b) giving effect to the action taken by any
part, less than all, of the stockholders of any such
corporation, shall be binding upon the Corporation and
every stockholder thereof, to the same extent as if such
statute had been in force at the date of the making,
filing and recording of these Articles of Incorporation,
and/or (2) amendments of these Articles of Incorporation
authorized at the time of making such amendments by the
laws of the State of Louisiana, may be made.
These Restated Articles of Incorporation are executed on
and dated the 21st day of February, 1980.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ J. M. Wyatt
J. M. Wyatt, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ J. M. Wyatt
J. M. Wyatt, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 21st day of
February, 1980.
/s/ Melvin Schwartzman
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION
of
LOUISIANA POWER & LIGHT COMPANY
On October 28, l980 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 12,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), and
one series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"); and the
remaining 6,800,000 of said shares of $25 Preferred
Stock may be divided into and issued in additional
series from time to time, each such additional
series to be provided for and to be distinctively
designated, and the issuance of the shares of each
such additional series to be authorized, in and by a
resolution or resolutions to be adopted by the Board
of Directors of the Corporation in accordance with
the provisions hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock; and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B
and Series C Preferred Stock, and, with respect to
each additional series of Preferred Stock, the
designation of the class thereof and the different
characteristics of clauses (a), (b), (c), and (d)
above shall be set forth in the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, and at the rate of 15.20% per annum on the Series
C Preferred Stock, of the par value thereof, and no more,
and at such rate per annum on each additional series as
shall be fixed in and by the resolution or resolutions of
the Board of Directors of the Corporation providing for
the issuance of the shares of such series, payable
quarterly on February 1, May 1, August 1 and November 1
of each year to stockholders of record as of a date, not
exceeding forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed by the
Board of Directors, such dividends to be cumulative from
the last date to which dividends upon the First through
Tenth Series Preferred Stock of Louisiana Power & Light
Company, a Florida corporation, are paid, with respect to
the First through Tenth Series Preferred Stock, from
November 2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17,
1979 with respect to the Series B Preferred Stock, from
November 6, 1980 with respect to the Series C Preferred
Stock, and from such date with respect to each additional
series, if made cumulative in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series, as shall be fixed in and by
such resolution or resolutions, provided that, if such
resolution or resolutions so provide, the first dividend
payment date for any such additional series may be the
dividend payment date next succeeding the dividend
payment date immediately following the issuance of the
shares of such series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(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 the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 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
Eleventh Series Preferred Stock 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 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 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 Twelfth Series Preferred Stock 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 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
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 Series A Preferred Stock
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 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 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 Series
B Preferred Stock 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 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, and as to the Series C Preferred Stock, a
redemption price of $28.80 per share if redeemed on or
prior to November 1, 1985 (except that no share of the
Series C Preferred Stock shall be redeemed prior to
November 1, 1985 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 Series
C Preferred Stock 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 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to each additional
series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and
unpaid dividends, if any, to the date fixed for
redemption; provided that without the vote of the issued
and outstanding Common Stock, the Series A Preferred
Stock shall be subject to redemption as and for a sinking
fund as follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter referred to
as a "Series A Sinking Fund Redemption Date"), for so
long as any shares of the Series A Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series A Preferred Stock being
hereinafter referred to as the "Series A Sinking Fund
Obligation"); the Series A Sinking Fund Obligation shall
be cumulative; if on any Series A Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series A Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series A Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B or
Series C Preferred Stock remains outstanding, or there
remains outstanding any additional series of Preferred
Stock with respect to which the resolution or resolutions
of the Board of Directors of the Corporation providing
for same makes this sentence applicable, at any time when
the aggregate of all amounts credited subsequent to
January 1, 1953 to the depreciation reserve account of
the Corporation and Louisiana Power & Light Company, a
Florida corporation, through charges to operating revenue
deductions or otherwise on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), 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 Louisiana 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) for the period from January 1, 1953 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 Louisiana 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, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana 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 prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation of the said
Louisiana Power & Light Company were amended as aforesaid by
its Board of Directors as provided in Section 33 of Title 12
of the Louisiana Revised Statutes of 1950, as amended, and
pursuant to the authority granted in and by said Restated
Articles of Incorporation and the laws of the State of
Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation of said Louisiana
Power & Light Company were not amended in any other respect
than as set forth hereinabove, and all of the provisions of
said Restated Articles of Incorporation, as amended as
hereinabove set forth, relating in any way to the shares of
stock of said Louisiana Power & Light Company are incorporated
and stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
28th day of October, 1980.
Louisiana Power & Light Company
By: /s/ J. M. Wyatt
J. M. Wyatt, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ J. M. Wyatt
J. M. Wyatt, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 28th day of
October, 1980.
_________________________________
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On May 12, l982 the Board of Directors of Louisiana Power
& Light Company, a corporation organized and existing under
the laws of the State of Louisiana, at a meeting of said Board
of Directors duly convened and held, with a quorum present and
acting throughout, by resolutions unanimously adopted, amended
Article 3 of the Restated Articles of Incorporation, as
amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 12,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"); and one series
of $25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"); and the remaining 4,800,000 of
said shares of $25 Preferred Stock may be divided
into and issued in additional series from time to
time, each such additional series to be provided for
and to be distinctively designated, and the issuance
of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C and Series D Preferred Stock, and, with
respect to each additional series of Preferred
Stock, the designation of the class thereof and the
different characteristics of clauses (a), (b), (c),
and (d) above shall be set forth in the resolution
or resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, at the rate of 15.20% per annum on the Series C
Preferred Stock, and at the rate of 14.72% per annum on
the Series D Preferred Stock, of the par value thereof,
and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May 1,
August 1 and November 1 of each year to stockholders of
record as of a date, not exceeding forty (40) days and
not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors,
such dividends to be cumulative from the last date to
which dividends upon the First through Tenth Series
Preferred Stock of Louisiana Power & Light Company, a
Florida corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November 2,
1977 with respect to the Eleventh Series Preferred Stock,
from March 1, 1979 with respect to the Twelfth Series
Preferred Stock, from July 19, 1979 with respect to the
Series A Preferred Stock, from October 17, 1979 with
respect to the Series B Preferred Stock, from November 6,
1980 with respect to the Series C Preferred Stock, from
May 19, 1982 with respect to the Series D Preferred
Stock, and from such date with respect to each additional
series, if made cumulative in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series, as shall be fixed in and by
such resolution or resolutions, provided that, if such
resolution or resolutions so provide, the first dividend
payment date for any such additional series may be the
dividend payment date next succeeding the dividend
payment date immediately following the issuance of the
shares of such series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(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 the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 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
Eleventh Series Preferred Stock 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 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 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 Twelfth Series Preferred Stock 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 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
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 Series A Preferred Stock
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 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 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 Series
B Preferred Stock 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 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, as to the Series C Preferred Stock, a redemption
price of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November 1,
1985 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 Series
C Preferred Stock 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 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 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 Series D Preferred Stock 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 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, and as to each additional series such redemption
price or prices, with such restrictions or limitations,
if any, on redemption or refunding, as shall be fixed in
and by the resolution or resolutions of the Board of
Directors of the Corporation providing for such series;
plus, in each case where applicable, an amount equivalent
to the accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the vote
of the issued and outstanding Common Stock, the Series A
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on July 1, 1984 and on each
July 1 thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
120,000 shares of the Series A Preferred Stock (or the
number of shares then outstanding if less than 120,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking
Fund Obligation shall be cumulative; if on any Series A
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series A Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series A Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series A Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B, Series
C or Series D Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution or
resolutions of the Board of Directors of the Corporation
providing for same makes this sentence applicable, at any
time when the aggregate of all amounts credited
subsequent to January 1, 1953 to the depreciation reserve
account of the Corporation and Louisiana Power & Light
Company, a Florida corporation, through charges to
operating revenue deductions or otherwise on the books of
the Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), 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 Louisiana 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) for the period from
January 1, 1953 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 Louisiana 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, 1953 up to but excluding
said twelve-month period; provided that in the event any
company other than Louisiana 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 prior to the
merger, of property acquired in the merger, and the
"cumulative amount charged to depreciation expense on the
books of the Corporation and Louisiana Power & Light
Company, a Florida corporation", shall be exclusive of
amounts provided for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
12th day of May, 1982.
Louisiana Power & Light Company
By: /s/ J. M. Wyatt
J. M. Wyatt, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ J. M. Wyatt
J. M. Wyatt, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 12th day of
May, 1982.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On February 16, 1983 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 12,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), and one series of $25 Preferred
Stock shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"); and the remaining 1,800,000 of said shares
of $25 Preferred Stock may be divided into and
issued in additional series from time to time, each
such additional series to be provided for and to be
distinctively designated, and the issuance of the
shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C, Series D and Series E Preferred Stock,
and, with respect to each additional series of
Preferred Stock, the designation of the class
thereof and the different characteristics of clauses
(a), (b), (c), and (d) above shall be set forth in
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, at the rate of 15.20% per annum on the Series C
Preferred Stock, at the rate of 14.72% per annum on the
Series D Preferred Stock, and at the rate of 12.64% per
annum on the Series E Preferred Stock, of the par value
thereof, and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May 1,
August 1 and November 1 of each year to stockholders of
record as of a date, not exceeding forty (40) days and
not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors,
such dividends to be cumulative from the last date to
which dividends upon the First through Tenth Series
Preferred Stock of Louisiana Power & Light Company, a
Florida corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November 2,
1977 with respect to the Eleventh Series Preferred Stock,
from March 1, 1979 with respect to the Twelfth Series
Preferred Stock, from July 19, 1979 with respect to the
Series A Preferred Stock, from October 17, 1979 with
respect to the Series B Preferred Stock, from November 6,
1980 with respect to the Series C Preferred Stock, from
May 19, 1982 with respect to the Series D Preferred
Stock, from February 24, 1983 with respect to the Series
E Preferred Stock, and from such date with respect to
each additional series, if made cumulative in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for such series, as shall be
fixed in and by such resolution or resolutions, provided
that, if such resolution or resolutions so provide, the
first dividend payment date for any such additional
series may be the dividend payment date next succeeding
the dividend payment date immediately following the
issuance of the shares of such series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(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 the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 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
Eleventh Series Preferred Stock 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 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 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 Twelfth Series Preferred Stock 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 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
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 Series A Preferred Stock
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 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 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 Series
B Preferred Stock 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 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, as to the Series C Preferred Stock, a redemption
price of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November 1,
1985 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 Series
C Preferred Stock 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 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 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 Series D Preferred Stock 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 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, and as to the Series E Preferred Stock, a
redemption price of $28.16 per share if redeemed on or
prior to February 1, 1988 (except that no share of the
Series E Preferred Stock shall be redeemed prior to
February 1, 1988 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 Series
E Preferred Stock 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 13.1942% per annum), $27.37 per share if
redeemed subsequent to February 1, 1988 but on or prior
to February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, and as to each additional
series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and
unpaid dividends, if any, to the date fixed for
redemption; provided that without the vote of the issued
and outstanding Common Stock, the Series A Preferred
Stock shall be subject to redemption as and for a sinking
fund as follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter referred to
as a "Series A Sinking Fund Redemption Date"), for so
long as any shares of the Series A Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series A Preferred Stock being
hereinafter referred to as the "Series A Sinking Fund
Obligation"); the Series A Sinking Fund Obligation shall
be cumulative; if on any Series A Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series A Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series A Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series E
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on February 1, 1988 and on
each February 1 thereafter (each such date being
hereinafter referred to as a "Series E Sinking Fund
Redemption Date"), for so long as any shares of the
Series E Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 150,000 shares of the Series E Preferred Stock
(or the number of shares then outstanding if less than
150,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series E Preferred Stock being hereinafter referred
to as the "Series E Sinking Fund Obligation"); the Series
E Sinking Fund Obligation shall be cumulative; if on any
Series E Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series E Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series E Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series E Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series E Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series E Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series E Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series E Sinking Fund Obligation, the
Corporation shall have the option, which shall be non-
cumulative, to redeem, upon authorized of the Board of
Directors, on each Series E Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to
150,000 additional shares of the Series E Preferred
Stock; the Corporation shall be entitled, at its
election, to credit against its Series E Sinking Fund
Obligation on any Series E Sinking Fund Redemption Date
any shares of the Series E Preferred Stock (including
shares of the Series E Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series E Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B, Series
C, Series D or Series E Preferred Stock remains
outstanding, or there remains outstanding any additional
series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of
the Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all amounts
credited subsequent to January 1, 1953 to the
depreciation reserve account of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
through charges to operating revenue deductions or
otherwise on the books of the Corporation and Louisiana
Power & Light Company, a Florida corporation (other than
transfers out of the balance of surplus as of December
31, 1952), 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
Louisiana 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) for
the period from January 1, 1953 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 Louisiana 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, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana 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 prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
16th day of February, 1983.
Louisiana Power & Light Company
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 16th day of
February, 1983.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
of
LOUISIANA POWER & LIGHT COMPANY
On June 7, 1984, the shareholders of Louisiana Power &
Light Company, a corporation organized and existing under the
laws of the State of Louisiana, by a resolution unanimously
adopted by all of the shareholders of said corporation
entitled to vote on the matter, amended paragraph (b) of Part
I of Article 3 of the Restated Articles of Incorporation, as
amended, of said corporation to be and to read in its entirety
as follows:
(b) 4,500,000 shares of preferred stock having a par
value of $100 per share, which shall all be of one class
(hereinafter called the "$100 Preferred Stock"), and
22,000,000 shares of preferred stock having a par value
of $25 per share, which shall all be of one class
(hereinafter called the "$25 Preferred Stock"), which
said two classes of preferred stock are hereinafter
together referred to as the "Preferred Stock", and, for
certain purposes and to such extent as are hereinafter
set forth, are treated or referred to together as a
single class of stock; and further with respect to the
Preferred Stock:
(i) Said 4,500,000 shares of $100 Preferred
Stock shall be issuable in one or more series from
time to time; 1,455,000 of said shares of $100
Preferred Stock shall be divided into twelve series,
one of which shall consist of 60,000 shares of 4.96%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "First Series
Preferred Stock"), one of which shall consist of
70,000 shares of 4.16% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Second
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Third Series Preferred Stock"), one of which
shall consist of 75,000 shares of 5.16% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Fourth Series Preferred Stock"),
one of which shall consist of 80,000 shares of 5.40%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series
Preferred Stock"), one of which shall consist of
80,000 shares of 6.44% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Sixth
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Seventh Series Preferred Stock"), one of
which shall consist of 100,000 shares of 7.84%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series
Preferred Stock"), one of which shall consist of
100,000 shares of 7.36% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Ninth
Series Preferred Stock"), one of which shall consist
of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Tenth Series Preferred Stock"), one of which
shall consist of 300,000 shares of 9.44% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Eleventh Series Preferred Stock"),
and one of which shall consist of 350,000 shares of
11.48% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Twelfth Series
Preferred Stock"); and the remaining 3,045,000 of
said shares of $100 Preferred Stock may be divided
into and issued in additional series from time to
time, each such additional series to be provided for
and to be distinctively designated, and the issuance
of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), and one series of $25 Preferred
Stock shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"); and the remaining 11,800,000 of said shares
of $25 Preferred Stock may be divided into and
issued in additional series from time to time, each
such additional series to be provided for and to be
distinctively designated, and the issuance of the
shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
June 1 , 1984, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 115,141,200 shares of the Common Stock of the
said Louisiana Power & Light Company, said 115,141,200 shares
being all of the outstanding Common Stock of the said
Louisiana Power & Light Company and said Common Stock having
all of the voting power and being all of the capital stock of
the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restated Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporate action
of the said Louisiana Power & Light Company, the amendment of
its Restated Articles of Incorporation, as amended, as
hereinabove set forth.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
heretofore amended and as amended as hereinabove set forth,
relating in any way to the shares of stock of said Louisiana
Power & Light Company are incorporated and stated in these
Articles of Amendment by reference. These Articles of
Amendment are executed on and dated the 7th day of June, 1984.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President,
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary,
Louisiana Power & Light Company
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 7th day
of June, 1984.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On August 9, 1984 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), and one series of $25 Preferred
Stock shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"), and one series of $25 Preferred Stock shall
consist of 2,000,000 shares of 19.20% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series F Preferred Stock"); and
the remaining 9,800,000 of said shares of $25
Preferred Stock may be divided into and issued in
additional series from time to time, each such
additional series to be provided for and to be
distinctively designated, and the issuance of the
shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C, Series D, Series E, and Series F Preferred
Stock, and, with respect to each additional series
of Preferred Stock, the designation of the class
thereof and the different characteristics of clauses
(a), (b), (c), and (d) above shall be set forth in
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, at the rate of 15.20% per annum on the Series C
Preferred Stock, at the rate of 14.72% per annum on the
Series D Preferred Stock, at the rate of 12.64% per annum
on the Series E Preferred Stock, and at the rate of
19.20% per annum on the Series F Preferred Stock, of the
par value thereof, and no more, and at such rate per
annum on each additional series as shall be fixed in and
by the resolution or resolutions of the Board of
Directors of the Corporation providing for the issuance
of the shares of such series, payable quarterly on
February 1, May 1, August 1 and November 1 of each year
to stockholders of record as of a date, not exceeding
forty (40) days and not less than ten (10) days preceding
such dividend payment dates, to be fixed by the Board of
Directors, such dividends to be cumulative from the last
date to which dividends upon the First through Tenth
Series Preferred Stock of Louisiana Power & Light
Company, a Florida corporation, are paid, with respect to
the First through Tenth Series Preferred Stock, from
November 2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17,
1979 with respect to the Series B Preferred Stock, from
November 6, 1980 with respect to the Series C Preferred
Stock, from May 19, 1982 with respect to the Series D
Preferred Stock, from February 24, 1983 with respect to
the Series E Preferred Stock, from August 17, 1984 with
respect to the Series F Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or
resolutions so provide, the first dividend payment date
for any such additional series may be the dividend
payment date next succeeding the dividend payment date
immediately following the issuance of the shares of such
series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(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 the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 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
Eleventh Series Preferred Stock 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 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 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 Twelfth Series Preferred Stock 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 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
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 Series A Preferred Stock
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 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 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 Series
B Preferred Stock 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 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, as to the Series C Preferred Stock, a redemption
price of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November 1,
1985 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 Series
C Preferred Stock 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 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 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 Series D Preferred Stock 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 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, as to the Series E Preferred Stock, a redemption
price of $28.16 per share if redeemed on or prior to
February 1, 1988 (except that no share of the Series E
Preferred Stock shall be redeemed prior to February 1,
1988 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 Series
E Preferred Stock 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 13.1942% per annum), $27.37 per share if
redeemed subsequent to February 1, 1988 but on or prior
to February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, and
as to the Series F Preferred Stock, a redemption price of
$29.80 per share if redeemed on or prior to August 1,
1985, $29.27 per share if redeemed subsequent to August
1, 1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but on or
prior August 1, 1987, $28.20 per share if redeemed
subsequent to August 1, 1987 but on or prior to August 1,
1988, $27.67 per share if redeemed subsequent to August
1, 1988 but on or prior to August 1, 1989, $27.13 per
share if redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if redeemed
subsequent to April 1, 1990 but on or prior to August 1,
1991, $26.07 per share if redeemed subsequent to April 1,
1991 but on or prior to August 1, 1992, $25.53 per share
if redeemed subsequent to August 1, 1992 but on or prior
to August 1, 1993, and $25.00 per share if redeemed
subsequent to August 1, 1993, provided, however, that no
share of the Series F Preferred Stock shall be redeemed
prior August 1, 1989 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 Series F Preferred Stock 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 19.9171% per annum), and as to
each additional series such redemption price or prices,
with such restrictions or limitations, if any, on
redemption or refunding, as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the date
fixed for redemption; provided that without the vote of
the issued and outstanding Common Stock, the Series A
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on July 1, 1984 and on each
July 1 thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
120,000 shares of the Series A Preferred Stock (or the
number of shares then outstanding if less than 120,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking
Fund Obligation shall be cumulative; if on any Series A
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series A Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series A Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series A Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series E
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on February 1, 1988 and on
each February 1 thereafter (each such date being
hereinafter referred to as a "Series E Sinking Fund
Redemption Date"), for so long as any shares of the
Series E Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 150,000 shares of the Series E Preferred Stock
(or the number of shares then outstanding if less than
150,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series E Preferred Stock being hereinafter referred
to as the "Series E Sinking Fund Obligation"); the Series
E Sinking Fund Obligation shall be cumulative; if on any
Series E Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series E Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series E Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series E Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series E Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series E Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series E Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series E Sinking Fund Obligation, the
Corporation shall have the option, which shall be non-
cumulative, to redeem, upon authorized of the Board of
Directors, on each Series E Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to
150,000 additional shares of the Series E Preferred
Stock; the Corporation shall be entitled, at its
election, to credit against its Series E Sinking Fund
Obligation on any Series E Sinking Fund Redemption Date
any shares of the Series E Preferred Stock (including
shares of the Series E Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series E Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series F
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on August 1, 1990 and on each
August 1 thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
400,000 shares of the Series F Preferred Stock (or the
number of shares then outstanding if less than 400,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F Sinking
Fund Obligation shall be cumulative; if on any Series F
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series F Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series F Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series F Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series F
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series F Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series F
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series F Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 400,000 additional shares of the Series F
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series F Sinking Fund
Obligation on any Series F Sinking Fund Redemption Date
any shares of the Series F Preferred Stock (including
shares of the Series F Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series F Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B, Series
C, Series D, Series E or Series F Preferred Stock remains
outstanding, or here remains outstanding any additional
series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of
the Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all amounts
credited subsequent to January 1, 1953 to the
depreciation reserve account of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
through charges to operating revenue deductions or
otherwise on the books of the Corporation and Louisiana
Power & Light Company, a Florida corporation (other than
transfers out of the balance of surplus as of December
31, 1952), 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
Louisiana 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) for
the period from January 1, 1953 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 Louisiana 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, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana 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 prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
10th day of August, 1984.
Louisiana Power & Light Company
By: /s/ James M. Cain
James M. Cain, President
By: /s/ N. J. Briley
N. J. Briley, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and N. J. BRILEY, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
Louisiana Power & Light Company
/s/ N, J. Briley
N. J. Briley, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 10th day of
August, 1984.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
of
LOUISIANA POWER & LIGHT COMPANY
On February 24, 1989, the shareholders of Louisiana Power
& Light Company, a corporation organized and existing under
the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended paragraph
(a) of Part I of Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation to read in its
entirety as follows:
(a) 250,000,000 shares of Common Stock, without nominal
or par value (hereinafter called the "Common Stock").
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
February 24, 1989, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 137,110,900 shares of the Common Stock of the
said Louisiana Power & Light Company, said 137,110,900 shares
being all of the outstanding Common Stock of the said
Louisiana Power & Light Company and said Common Stock having
all of the voting power and being all of the capital stock of
the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restated Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporation
action of the said Louisiana Power & Light Company, the
amendment of its Restated Articles of Incorporation, as
amended, as hereinabove of its Restated Articles of
Incorporation, as amended, as hereinabove set forth.
The Restated Articles of Incorporation of said Louisiana
Power & Light Company, as heretofore amended, were not amended
in any other respect than as set forth hereinabove, and all of
the provisions of said Restated Articles of Incorporation, as
heretofore amended and as amended as hereinabove set forth,
relating in any way to the shares of stock of said Louisiana
Power & Light Company are incorporated and stated in these
Articles of Amendment by Reference.
These Articles of Amendment are executed on and dated the
28th day of February, 1989.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Donald Hunter
Donald Hunter
President and Chief
Operating Officer
By: /s/ T. O. Lind
Thomas O. Lind, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared DONALD HUNTER and THOMAS O. LIND, to me known and
known to me to be the President and Chief Operating Officer
and the Secretary, respectively, of Louisiana Power & Light
Company and the persons who executed the foregoing instrument
in such capacities, and who, after first being duly sworn by
me, did declare and acknowledge that they signed and executed
the foregoing instrument in such capacities for and in the
name of the said Louisiana Power & Light Company, as its and
their free act and deed, being thereunto duly authorized.
/s/ Donald Hunter
Donald Hunter
President and Chief
Operating Officer
Louisiana Power & Light Company
/s/ Thomas O. Lind
Thomas O. Lind, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 28th
day of February, 1989.
____________________________________
Notary Public
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On June 24, 1991 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), one series of $25 Preferred Stock
shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 2,000,000 shares of 19.20% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series F Preferred Stock"), and
one series of $25 Preferred Stock shall consist of
2,000,000 shares of 9.68% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series G Preferred Stock"); and the
remaining 7,800,000 of said shares of $25 Preferred
Stock may be divided into and issued in additional
series from time to time, each such additional
series to be provided for and to be distinctively
designated, and the issuance of the shares of each
such additional series to be authorized, in and by a
resolution or resolutions to be adopted by the Board
of Directors of the Corporation in accordance with
the provisions hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C, Series D, Series E, Series F, and Series G
Preferred Stock, and, with respect to each
additional series of Preferred Stock, the desig
nation of the class thereof and the different
characteristics of clauses (a), (b), (c), and (d)
above shall be set forth in the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but
only when and as declared by the Board of Directors,
out of funds legally available for the payment of
dividends, in preference to the Common Stock, to
dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16%
per annum on the Second Series Preferred Stock, at
the rate of 4.44% per annum on the Third Series
Preferred Stock, at the rate of 5.16% per annum on
the Fourth Series Preferred Stock, at the rate of
5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on
the Seventh Series Preferred Stock, at the rate of
7.84% per annum on the Eighth Series Preferred
Stock, at the rate of 7.36% per annum on the Ninth
Series Preferred Stock, at the rate of 8.56% per
annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series
Preferred Stock, at the rate of 11.48% per annum on
the Twelfth Series Preferred Stock, at the rate of
10.72% per annum on the Series A Preferred Stock, at
the rate of 13.12% per annum on the Series B
Preferred Stock, at the rate of 15.20% per annum on
the Series C Preferred Stock, at the rate of 14.72%
per annum on the Series D Preferred Stock, at the
rate of 12.64% per annum on the Series E Preferred
Stock, at the rate of 19.20% per annum on the Series
F Preferred Stock, and at the rate of 9.68% per
annum on the Series G Preferred Stock, of the par
value thereof, and no more, and at such rate per
annum on each additional series as shall be fixed in
and by the resolution or resolutions of the Board of
Directors of the Corporation providing for the
issuance of the shares of such series, payable
quarterly on February 1, May 1, August 1 and
November 1 of each year to stockholders of record as
of a date, not exceeding forty (40) days and not
less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of
Directors, such dividends to be cumulative from the
last date to which dividends upon the First through
Tenth Series Preferred Stock of Louisiana Power &
Light Company, a Florida corporation, are paid, with
respect to the First through Tenth Series Preferred
Stock, from November 2, 1977 with respect to the
Eleventh Series Preferred Stock, from March 1, 1979
with respect to the Twelfth Series Preferred Stock,
from July 19, 1979 with respect to the Series A
Preferred Stock, from October 17, 1979 with respect
to the Series B Preferred Stock, from November 6,
1980 with respect to the Series C Preferred Stock,
from May 19, 1982 with respect to the Series D
Preferred Stock, from February 24, 1983 with respect
to the Series E Preferred Stock, from August 17,
1984 with respect to the Series F Preferred Stock,
from July 2, 1991 with respect to the Series G
Preferred Stock, and from such date with respect to
each additional series, if made cumulative in and by
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution
or resolutions, provided that, if such resolution or
resolutions so provide, the first dividend payment
date for any such additional series may be the
dividend payment date next succeeding the dividend
payment date immediately following the issuance of
the shares of such series.
The first sentence of paragraph (G) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
(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 the Preferred Stock
or may from time to time redeem any part thereof, by
paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as
to the Second Series Preferred Stock, a redemption
price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per
share, as to the Fourth Series Preferred Stock, a
redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as
to the Seventh Series Preferred Stock, a redemption
price of $108.96 per share if redeemed on or prior
to November 1, 1980, $106.58 per share if redeemed
subsequent to November 1, 1980 but on or prior to
November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth
Series Preferred Stock, a redemption price of
$107.70 per share if redeemed on or prior to April
1, 1981, $105.74 per share if redeemed subsequent to
April 1, 1981 but on or prior to April 1, 1986, and
$103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on
or prior to January 1, 1982, $105.20 per share if
redeemed subsequent to January 1, 1982 but on or
prior to January 1, 1987, and $103.36 per share if
redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of
$107.42 per share if redeemed on or prior to March
1, 1984, $105.28 per share if redeemed subsequent to
March 1, 1984 but on or prior to March 1, 1989, and
$103.14 per share if redeemed subsequent to March 1,
1989, as to the Eleventh Series Preferred Stock, a
redemption price of $111.44 per share if redeemed on
or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be
redeemed prior to November 1, 1982 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 Elev
enth Series Preferred Stock 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
9.4297% per annum), $109.08 per share if redeemed
subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed
subsequent to November 1, 1987 but on or prior to
November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth
Series Preferred Stock, a redemption price of
$113.98 per share if redeemed on or prior to March
1, 1984 (except that no share of the Twelfth Series
Preferred Stock shall be redeemed prior to March 1,
1984 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 Twelfth Series Preferred Stock 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
11.4560% per annum), $111.11 per share if redeemed
subsequent to March 1, 1984 but on or prior to March
1, 1989, $108.24 per share if redeemed subsequent to
March 1, 1989 but on or prior to March 1, 1994, and
$105.37 per share if redeemed subsequent to March 1,
1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on
or prior to July 1, 1984 (except that no share of
the Series A Preferred Stock shall be redeemed prior
to July 1, 1984 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 Series A Preferred Stock
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 11.2705% per annum), $27.01 per share if
redeemed subsequent to July 1, 1984 but on or prior
to July 1, 1989, $26.34 per share if redeemed
subsequent to July 1, 1989 but on or prior to July
1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock,
a redemption price of $28.28 per share if redeemed
on or prior to October 1, 1984 (except that no share
of the Series B Preferred Stock shall be redeemed
prior to October 1, 1984 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 Series B
Preferred Stock 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 14.6103% per annum),
$27.46 per share if redeemed subsequent to October
1, 1984 but on or prior to October 1, 1989, $26.64
per share if redeemed subsequent to October 1, 1989
but on or prior to October 1, 1994, and $25.82 per
share if redeemed subsequent to October 1, 1994, as
to the Series C Preferred Stock, a redemption price
of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series
C Preferred Stock shall be redeemed prior to
November 1, 1985 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 Series C Preferred Stock
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 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or
prior to November 1, 1990, $26.90 per share if
redeemed subsequent to November 1, 1990 but on or
prior to November 1, 1995, and $25.95 per share if
redeemed subsequent to November 1, 1995, as to the
Series D Preferred Stock, a redemption price of
$28.68 per share if redeemed on or prior to May 1,
1987 (except that no share of the Series D Preferred
Stock shall be redeemed prior to May 1, 1987 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
Series D Preferred Stock 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 15.4233% per annum),
$27.76 per share if redeemed subsequent to May 1,
1987 but on or prior to May 1, 1992, $26.84 per
share if redeemed subsequent to May 1, 1992 but on
or prior to May 1, 1997, and $25.92 per share if
redeemed subsequent to May 1, 1997, as to the Series
E Preferred Stock, a redemption price of $28.16 per
share if redeemed on or prior to February 1, 1988
(except that no share of the Series E Preferred
Stock shall be redeemed prior to February 1, 1988 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 Series E Preferred Stock 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
13.1942% per annum), $27.37 per share if redeemed
subsequent to February 1, 1988 but on or prior to
February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per
share if redeemed on or prior to August 1, 1985,
$29.27 per share if redeemed subsequent to August 1,
1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but
on or prior to August 1, 1987, $28.20 per share if
redeemed subsequent to August 1, 1987 but on or
prior to August 1, 1988, $27.67 per share if
redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if
redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if
redeemed subsequent to August 1, 1990 but on or
prior to August 1, 1991, $26.07 per share if
redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if
redeemed subsequent to August 1, 1992 but on or
prior to August 1, 1993, and $25.00 per share if
redeemed subsequent to August 1, 1993, provided,
however, that no share of the Series F Preferred
Stock shall be redeemed prior to August 1, 1989 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 Series F Preferred Stock 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
19.9171% per annum, and as to the Series G Preferred
Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred
Stock shall be redeemed on or before August 1,
1996), and as to each additional series such
redemption price or prices, with such restrictions
or limitations, if any, on redemption or refunding,
as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the
vote of the issued and outstanding Common Stock, the
Series A Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on
July 1, 1984 and on each July 1 thereafter (each
such date being hereinafter referred to as a "Series
A Sinking Fund Redemption Date"), for so long as any
shares of the Series A Preferred Stock shall remain
outstanding, the Corporation shall redeem, out of
funds legally available therefor, 120,000 shares of
the Series A Preferred Stock (or the number of
shares then outstanding if less than 120,000) at the
sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if
any, to the date of redemption (the obligation of
the Corporation so to redeem the shares of the
Series A Preferred Stock being hereinafter referred
to as the "Series A Sinking Fund Obligation"); the
Series A Sinking Fund Obligation shall be
cumulative; if on any Series A Sinking Fund
Redemption Date, the Corporation shall not have
funds legally available therefor sufficient to
redeem the full number of shares required to be
redeemed on that date, the Series A Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series A Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
A Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series A Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series A Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series A Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 120,000 additional shares of
the Series A Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the
Series A Preferred Stock (including shares of the
Series A Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series A Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series B Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1
thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 80,000 shares of the Series B
Preferred Stock (or the number of shares then
outstanding if less than 80,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series B
Preferred Stock being hereinafter referred to as the
"Series B Sinking Fund Obligation"); the Series B
Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series B Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series B Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series B Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series B Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series B Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series B Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of
the Series B Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series B Sinking Fund Obligation on any Series B
Sinking Fund Redemption Date any shares of the
Series B Preferred Stock (including shares of the
Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series B Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series C Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on November 1, 1985 and on each November 1
thereafter (each such date being hereinafter
referred to as a "Series C Sinking Fund Redemption
Date"), for so long as any shares of the Series C
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 60,000 shares of the Series C
Preferred Stock (or the number of shares then
outstanding if less than 60,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series C
Preferred Stock being hereinafter referred to as the
"Series C Sinking Fund Obligation"); the Series C
Sinking Fund Obligation shall be cumulative; if on
any Series C Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series C Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series C Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series C Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series C Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series C Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series C Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series C Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 60,000 additional shares of
the Series C Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series C Sinking Fund Obligation on any Series C
Sinking Fund Redemption Date any shares of the
Series C Preferred Stock (including shares of the
Series C Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series C Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series D Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on May 1, 1987 and on each May 1 thereafter
(each such date being hereinafter referred to as a
"Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock
shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor,
100,000 shares of the Series D Preferred Stock (or
the number of shares then outstanding if less than
100,000) at the sinking fund redemption price of $25
per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation so to redeem the
shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking
Fund Obligation"); the Series D Sinking Fund
Obligation shall be cumulative; if on any Series D
Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient
to redeem the full number of shares required to be
redeemed on that date, the Series D Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series D
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series D Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
D Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series D Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series D Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series D Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 100,000 additional shares of
the Series D Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series D Sinking Fund Obligation on any Series D
Sinking Fund Redemption Date any shares of the
Series D Preferred Stock (including shares of the
Series D Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series D Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series E Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on February 1, 1988 and on each February 1
thereafter (each such date being hereinafter
referred to as a "Series E Sinking Fund Redemption
Date"), for so long as any shares of the Series E
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 150,000 shares of the Series E
Preferred Stock (or the number of shares then
outstanding if less than 150,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series E
Preferred Stock being hereinafter referred to as the
"Series E Sinking Fund Obligation"); the Series E
Sinking Fund Obligation shall be cumulative; if on
any Series E Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series E Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series E Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series E Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series E Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series E Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series E Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series E Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 150,000 additional shares of
the Series E Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series E Sinking Fund Obligation on any Series E
Sinking Fund Redemption Date any shares of the
Series E Preferred Stock (including shares of the
Series E Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series E Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series F Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on August 1, 1990 and on each August 1
thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 400,000 shares of the Series F
Preferred Stock (or the number of shares then
outstanding if less than 400,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F
Sinking Fund Obligation shall be cumulative; if on
any Series F Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series F Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series F Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series F Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series F Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series F Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series F Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series F Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 400,000 additional shares of
the Series F Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series F Sinking Fund Obligation on any Series F
Sinking Fund Redemption Date any shares of the
Series F Preferred Stock (including shares of the
Series F Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series F Sinking Fund Obligation.
The last sentence of paragraph (H) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
So long as any of the Second through Twelfth
Series Preferred Stock or any of the Series A,
Series B, Series C, Series D, Series E, Series F, or
Series G Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution
or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all
amounts credited subsequent to January 1, 1953 to
the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, through charges to operating revenue
deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), 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 Louisiana 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) for the period from January 1, 1953 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 Louisiana 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, 1953 up to
but excluding said twelve-month period; provided
that in the event any company other than Louisiana
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
prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided
for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
24th day of June, 1991.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
By: /s/ Lee W. Randall
Lee W. Randall,
Assistant Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and Lee W. Randall, to me known to
be a Senior Vice President and an Assistant Secretary,
respectively, of Louisiana Power & Light Company and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said Louisiana Power & Light Company, as its and their
free act and deed, being thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ Lee W. Randall
Lee W. Randall
Assistant Secretary
Sworn to and subscribed before me at New
Orleans, Louisiana on this 24th day of
June, 1991.
/s/ Melvin I. Schwartzman
Melvin I. Schwartzman,
Notary Public for the Parish of
Orleans, State of Louisiana
My Commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On October 24, 1991 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (i) of paragraph (b) of Part I of said
Article 3 is amended to be and to read in its entirety as
follows:
(i) Said 4,500,000 shares of $100 Preferred
Stock shall be issuable in one or more series from
time to time; 1,805,000 of said shares of $100
Preferred Stock shall be divided into thirteen
series, one of which shall consist of 60,000 shares
of 4.96% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "First Series
Preferred Stock"), one of which shall consist of
70,000 shares of 4.16% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Second
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Third Series Preferred Stock"), one of which
shall consist of 75,000 shares of 5.16% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Fourth Series Preferred Stock"),
one of which shall consist of 80,000 shares of 5.40%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series
Preferred Stock"), one of which shall consist of
80,000 shares of 6.44% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Sixth
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Seventh Series Preferred Stock"), one of
which shall consist of 100,000 shares of 7.84%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series
Preferred Stock"), one of which shall consist of
100,000 shares of 7.36% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Ninth
Series Preferred Stock"), one of which shall consist
of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Tenth Series Preferred Stock"), one of which
shall consist of 300,000 shares of 9.44% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Eleventh Series Preferred Stock"),
one of which shall consist of 350,000 shares of
11.48% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Twelfth Series
Preferred Stock"), and one of which shall consist of
350,000 shares of 8% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called
"Thirteenth Series Preferred Stock"); and the
remaining 2,695,000 of said shares of $100 Preferred
Stock may be divided into and issued in additional
series from time to time, each such additional
series to be provided for and to be distinctively
designated, and the issuance of the shares of each
such additional series to be authorized, in and by a
resolution or resolutions to be adopted by the Board
of Directors of the Corporation in accordance with
the provisions hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh, Twelfth, and
Thirteenth Series Preferred Stock and the Series A,
Series B, Series C, Series D, Series E, Series F,
and Series G Preferred Stock, and, with respect to
each additional series of Preferred Stock, the
designation of the class thereof and the different
characteristics of clauses (a), (b), (c), and (d)
above shall be set forth in the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but
only when and as declared by the Board of Directors,
out of funds legally available for the payment of
dividends, in preference to the Common Stock, to
dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16%
per annum on the Second Series Preferred Stock, at
the rate of 4.44% per annum on the Third Series
Preferred Stock, at the rate of 5.16% per annum on
the Fourth Series Preferred Stock, at the rate of
5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on
the Seventh Series Preferred Stock, at the rate of
7.84% per annum on the Eighth Series Preferred
Stock, at the rate of 7.36% per annum on the Ninth
Series Preferred Stock, at the rate of 8.56% per
annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series
Preferred Stock, at the rate of 11.48% per annum on
the Twelfth Series Preferred Stock, at the rate of
8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 10.72% per annum on the Series
A Preferred Stock, at the rate of 13.12% per annum
on the Series B Preferred Stock, at the rate of
15.20% per annum on the Series C Preferred Stock, at
the rate of 14.72% per annum on the Series D
Preferred Stock, at the rate of 12.64% per annum on
the Series E Preferred Stock, at the rate of 19.20%
per annum on the Series F Preferred Stock, and at
the rate of 9.68% per annum on the Series G
Preferred Stock, of the par value thereof, and no
more, and at such rate per annum on each additional
series as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May
1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding
forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed
by the Board of Directors, such dividends to be
cumulative from the last date to which dividends
upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida
corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November
2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to
the Twelfth Series Preferred Stock, from October 31,
1991 with respect to the Thirteenth Series Preferred
Stock, from July 19, 1979 with respect to the Series
A Preferred Stock, from October 17, 1979 with
respect to the Series B Preferred Stock, from
November 6, 1980 with respect to the Series C
Preferred Stock, from May 19, 1982 with respect to
the Series D Preferred Stock, from February 24, 1983
with respect to the Series E Preferred Stock, from
August 17, 1984 with respect to the Series F
Preferred Stock, from July 2, 1991 with respect to
the Series G Preferred Stock, and from such date
with respect to each additional series, if made
cumulative in and by the resolution or resolutions
of the Board of Directors of the Corporation
providing for such series, as shall be fixed in and
by such resolution or resolutions, provided that, if
such resolution or resolutions so provide, the first
dividend payment date for any such additional series
may be the dividend payment date next succeeding the
dividend payment date immediately following the
issuance of the shares of such series.
The first sentence of paragraph (G) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
(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 the Preferred Stock
or may from time to time redeem any part thereof, by
paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as
to the Second Series Preferred Stock, a redemption
price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per
share, as to the Fourth Series Preferred Stock, a
redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as
to the Seventh Series Preferred Stock, a redemption
price of $108.96 per share if redeemed on or prior
to November 1, 1980, $106.58 per share if redeemed
subsequent to November 1, 1980 but on or prior to
November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth
Series Preferred Stock, a redemption price of
$107.70 per share if redeemed on or prior to April
1, 1981, $105.74 per share if redeemed subsequent to
April 1, 1981 but on or prior to April 1, 1986, and
$103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on
or prior to January 1, 1982, $105.20 per share if
redeemed subsequent to January 1, 1982 but on or
prior to January 1, 1987, and $103.36 per share if
redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of
$107.42 per share if redeemed on or prior to March
1, 1984, $105.28 per share if redeemed subsequent to
March 1, 1984 but on or prior to March 1, 1989, and
$103.14 per share if redeemed subsequent to March 1,
1989, as to the Eleventh Series Preferred Stock, a
redemption price of $111.44 per share if redeemed on
or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be
redeemed prior to November 1, 1982 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
Eleventh Series Preferred Stock 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
9.4297% per annum), $109.08 per share if redeemed
subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed
subsequent to November 1, 1987 but on or prior to
November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth
Series Preferred Stock, a redemption price of
$113.98 per share if redeemed on or prior to March
1, 1984 (except that no share of the Twelfth Series
Preferred Stock shall be redeemed prior to March 1,
1984 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 Twelfth Series Preferred Stock 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
11.4560% per annum), $111.11 per share if redeemed
subsequent to March 1, 1984 but on or prior to March
1, 1989, $108.24 per share if redeemed subsequent to
March 1, 1989 but on or prior to March 1, 1994, and
$105.37 per share if redeemed subsequent to March 1,
1994, as to the Thirteenth Series Preferred Stock, a
redemption price of $100.00 per share (except that
no share of the Thirteenth Series Preferred Stock
shall be redeemed on or before November 1, 1999), as
to the Series A Preferred Stock, a redemption price
of $27.68 per share if redeemed on or prior to July
1, 1984 (except that no share of the Series A
Preferred Stock shall be redeemed prior to July 1,
1984 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 Series A Preferred Stock 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
11.2705% per annum), $27.01 per share if redeemed
subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to
July 1, 1989 but on or prior to July 1, 1994, and
$25.67 per share if redeemed subsequent to July 1,
1994, as to the Series B Preferred Stock, a re
demption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of
the Series B Preferred Stock shall be redeemed prior
to October 1, 1984 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 Series B Preferred Stock
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 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or
prior to October 1, 1989, $26.64 per share if
redeemed subsequent to October 1, 1989 but on or
prior to October 1, 1994, and $25.82 per share if
redeemed subsequent to October 1, 1994, as to the
Series C Preferred Stock, a redemption price of
$28.80 per share if redeemed on or prior to November
1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November
1, 1985 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 Series C Preferred Stock 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
16.0616% per annum), $27.85 per share if redeemed
subsequent to November 1, 1985 but on or prior to
November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, as to the Series D
Preferred Stock, a redemption price of $28.68 per
share if redeemed on or prior to May 1, 1987 (except
that no share of the Series D Preferred Stock shall
be redeemed prior to May 1, 1987 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 Series D
Preferred Stock 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 15.4233% per annum),
$27.76 per share if redeemed subsequent to May 1,
1987 but on or prior to May 1, 1992, $26.84 per
share if redeemed subsequent to May 1, 1992 but on
or prior to May 1, 1997, and $25.92 per share if
redeemed subsequent to May 1, 1997, as to the Series
E Preferred Stock, a redemption price of $28.16 per
share if redeemed on or prior to February 1, 1988
(except that no share of the Series E Preferred
Stock shall be redeemed prior to February 1, 1988 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 Series E Preferred Stock 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
13.1942% per annum), $27.37 per share if redeemed
subsequent to February 1, 1988 but on or prior to
February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per
share if redeemed on or prior to August 1, 1985,
$29.27 per share if redeemed subsequent to August 1,
1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but
on or prior to August 1, 1987, $28.20 per share if
redeemed subsequent to August 1, 1987 but on or
prior to August 1, 1988, $27.67 per share if
redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if
redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if
redeemed subsequent to August 1, 1990 but on or
prior to August 1, 1991, $26.07 per share if
redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if
redeemed subsequent to August 1, 1992 but on or
prior to August 1, 1993, and $25.00 per share if
redeemed subsequent to August 1, 1993, provided,
however, that no share of the Series F Preferred
Stock shall be redeemed prior to August 1, 1989 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 Series F Preferred Stock 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
19.9171% per annum, and as to the Series G Preferred
Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred
Stock shall be redeemed on or before August 1,
1996), and as to each additional series such
redemption price or prices, with such restrictions
or limitations, if any, on redemption or refunding,
as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the
vote of the issued and outstanding Common Stock, the
Thirteenth Series Preferred Stock shall be subject
to redemption as and for a sinking fund as follows:
on November 1, 2001 (such date being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date"), the Corporation shall redeem, out
of funds legally available therefor, all of the
shares of the Thirteenth Series Preferred Stock then
outstanding at the sinking fund redemption price of
$100 per share plus, as to each share so redeemed,
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation to redeem all of
the shares of the Thirteenth Series Preferred Stock
on the Thirteenth Series Sinking Fund Redemption
Date or, as hereinafter provided for, on any annual
anniversary thereof on which shares of the
Thirteenth Series Preferred Stock are outstanding
(each such annual anniversary being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary") being
hereinafter referred to as the "Thirteenth Series
Sinking Fund Obligation"); the Thirteenth Series
Sinking Fund Obligation shall be cumulative and if
on the Thirteenth Series Sinking Fund Redemption
Date, or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation
shall not have funds legally available therefor
sufficient to redeem all of the shares of the
Thirteenth Series Preferred Stock then outstanding,
the Thirteenth Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Thirteenth Series Sinking
Fund Redemption Date Annual Anniversary until all of
the outstanding shares of the Thirteenth Series
Preferred Stock shall have been redeemed; if on the
Thirteenth Series Sinking Fund Redemption Date or on
any Thirteenth Series Sinking Fund Redemption Date
Annual Anniversary, the funds of the Corporation
legally available for the satisfaction of the
Thirteenth-Series Sinking Fund Obligation and all
other sinking fund and similar obligations then
existing with respect to any other class or series
of its stock ranking on a parity as to dividends or
assets with the Thirteenth Series Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Thirteenth Series Sinking
Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Thirteenth Series Sinking Fund Obligation to
such Total Sinking Fund Obligation; and provided
that without the vote of the issued and outstanding
Common Stock, the Series A Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 120,000 shares of the Series A
Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A
Sinking Fund Obligation shall be cumulative; if on
any Series A Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series A Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series A Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series A Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series A Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 120,000 additional shares of
the Series A Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the
Series A Preferred Stock (including shares of the
Series A Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series A Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series B Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1
thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 80,000 shares of the Series B
Preferred Stock (or the number of shares then
outstanding if less than 80,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series B
Preferred Stock being hereinafter referred to as the
"Series B Sinking Fund Obligation"); the Series B
Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series B Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series B Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series B Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series B Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series B Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series B Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of
the Series B Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series B Sinking Fund Obligation on any Series B
Sinking Fund Redemption Date any shares of the
Series B Preferred Stock ( including shares of the
Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series B Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series C Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on November 1, 1985 and on each November 1
thereafter (each such date being hereinafter
referred to as a "Series C Sinking Fund Redemption
Date"), for so long as any shares of the Series C
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 60,000 shares of the Series C
Preferred Stock (or the number of shares then
outstanding if less than 60,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series C
Preferred Stock being hereinafter referred to as the
"Series C Sinking Fund Obligation"); the Series C
Sinking Fund Obligation shall be cumulative; if on
any Series C Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series C Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series C Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series C Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series C Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series C Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series C Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series C Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 60,000 additional shares of
the Series C Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series C Sinking Fund Obligation on any Series C
Sinking Fund Redemption Date any shares of the
Series C Preferred Stock (including shares of the
Series C Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series C Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series D Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on May 1, 1987 and on each May 1 thereafter
(each such date being hereinafter referred to as a
"Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock
shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor,
100,000 shares of the Series D Preferred Stock (or
the number of shares then outstanding if less than
100,000) at the sinking fund redemption price of $25
per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation so to redeem the
shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking
Fund Obligation"); the Series D Sinking Fund
Obligation shall be cumulative; if on any Series D
Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient
to redeem the full number of shares required to be
redeemed on that date, the Series D Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series D
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series D Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
D Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series D Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series D Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series D Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 100,000 additional shares of
the Series D Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series D Sinking Fund Obligation on any Series D
Sinking Fund Redemption Date any shares of the
Series D Preferred Stock (including shares of the
Series D Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series D Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series E Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on February 1, 1988 and on each February 1
thereafter (each such date being hereinafter
referred to as a "Series E Sinking Fund Redemption
Date"), for so long as any shares of the Series E
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 150,000 shares of the Series E
Preferred Stock (or the number of shares then
outstanding if less than 150,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series E
Preferred Stock being hereinafter referred to as the
"Series E Sinking Fund Obligation"); the Series E
Sinking Fund Obligation shall be cumulative; if on
any Series E Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series E Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series E Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series E Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series E Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series E Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series E Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series E Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 150,000 additional shares of
the Series E Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series E Sinking Fund Obligation on any Series E
Sinking Fund Redemption Date any shares of the
Series E Preferred Stock (including shares of the
Series E Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series E Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series F Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on August 1, 1990 and on each August 1
thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 400,000 shares of the Series F
Preferred Stock (or the number of shares then
outstanding if less than 400,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F
Sinking Fund Obligation shall be cumulative; if on
any Series F Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series F Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series F Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series F Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series F Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series F Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series F Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series F Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 400,000 additional shares of
the Series F Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series F Sinking Fund Obligation on any Series F
Sinking Fund Redemption Date any shares of the
Series F Preferred Stock (including shares of the
Series F Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series F Sinking Fund Obligation.
The last sentence of paragraph (H) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
So long as any of the Second through Thirteenth
Series Preferred Stock or any of the Series A,
Series B, Series C, Series D, Series E, Series F, or
Series G Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution
or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all
amounts credited subsequent to January 1, 1953 to
the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, through charges to operating revenue
deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), 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 Louisiana 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) for the period from January 1, 1953 to
and including said twelvemonth period, less (bb) the
greater of the cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana 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, 1953 up to
but excluding said twelve-month period; provided
that in the event any company other than Louisiana
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
prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided
for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
24th day of October, 1991.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
By: /s/ T. O. Lind
T. O. Lind, Secretary
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF PULASKI
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and T. O. Lind, to me known to be
a Senior Vice President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ T. O. Lind
T. O. Lind
Secretary
Sworn to and subscribed before me at
Little Rock, Pulaski County, Arkansas
on this 24th day of October, 1991.
/s/ Shirley Hunter
Notary Public for the County of
Pulaski, State of Arkansas
My Commission expires on March 1, 2001.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On January 27, 1992 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (i) of paragraph (b) of Part I of said
Article 3 is amended to be and to read in its entirety as
follows:
(i) Said 4,500,000 shares of $100 Preferred
Stock shall be issuable in one or more series from
time to time; 2,305,000 of said shares of $100
Preferred Stock shall be divided into fourteen
series, one of which shall consist of 60,000 shares
of 4.96% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "First Series
Preferred Stock"), one of which shall consist of
70,000 shares of 4.16% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Second
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Third Series Preferred Stock"), one of which
shall consist of 75,000 shares of 5.16% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Fourth Series Preferred Stock"),
one of which shall consist of 80,000 shares of 5.40%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series
Preferred Stock"), one of which shall consist of
80,000 shares of 6.44% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Sixth
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Seventh Series Preferred Stock"), one of
which shall consist of 100,000 shares of 7.84%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series
Preferred Stock"), one of which shall consist of
100,000 shares of 7.36% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Ninth
Series Preferred Stock"), one of which shall consist
of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Tenth Series Preferred Stock"), one of which
shall consist of 300,000 shares of 9.44% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Eleventh Series Preferred Stock"),
one of which shall consist of 350,000 shares of
11.48% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Twelfth Series
Preferred Stock"), one of which shall consist of
350,000 shares of 8% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called
"Thirteenth Series Preferred Stock"), and one of
which shall consist of 500,000 shares of 7%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fourteenth Series Pre
ferred Stock"); and the remaining 2,195,000 of said
shares of $100 Preferred Stock may be divided into
and issued in additional series from time to time,
each such additional series to be provided for and
to be distinctively designated, and the issuance of
the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(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 and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh, Twelfth,
Thirteenth, and Fourteenth Series Preferred Stock
and the Series A, Series B, Series C, Series D,
Series E, Series F, and Series G Preferred Stock,
and, with respect to each additional series of
Preferred Stock, the designation of the class
thereof and the different characteristics of clauses
(a), (b), (c), and (d) above shall be set forth in
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but
only when and as declared by the Board of Directors,
out of funds legally available for the payment of
dividends, in preference to the Common Stock, to
dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16%
per annum on the Second Series Preferred Stock, at
the rate of 4.44% per annum on the Third Series
Preferred Stock, at the rate of 5.16% per annum on
the Fourth Series Preferred Stock, at the rate of
5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on
the Seventh Series Preferred Stock, at the rate of
7.84% per annum on the Eighth Series Preferred
Stock, at the rate of 7.36% per annum on the Ninth
Series Preferred Stock, at the rate of 8.56% per
annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series
Preferred Stock, at the rate of 11.48% per annum on
the Twelfth Series Preferred Stock, at the rate of
8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 7% per annum on the Fourteenth
Series Preferred Stock, at the rate of 10.72% per
annum on the Series A Preferred Stock, at the rate
of 13.12% per annum on the Series B Preferred Stock,
at the rate of 15.20% per annum on the Series C
Preferred Stock, at the rate of 14.72% per annum on
the Series D Preferred Stock, at the rate of 12.64%
per annum on the Series E Preferred Stock, at the
rate of 19.20% per annum on the Series F Preferred
Stock, and at the rate of 9.68% per annum on the
Series G Preferred Stock, of the par value thereof,
and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors
of the Corporation providing for the issuance of the
shares of such series, payable quarterly on February
1, May 1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding
forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed
by the Board of Directors, such dividends to be
cumulative from the last date to which dividends
upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida
corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November
2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to
the Twelfth Series Preferred Stock, from October 31,
1991 with respect to the Thirteenth Series Preferred
Stock, from February 4, 1992 with respect to the
Fourteenth Series Preferred Stock, from July 19,
1979 with respect to the Series A Preferred Stock,
from October 17, 1979 with respect to the Series B
Preferred Stock, from November 6, 1980 with respect
to the Series C Preferred Stock, from May 19, 1982
with respect to the Series D Preferred Stock, from
February 24, 1983 with respect to the Series E
Preferred Stock, from August 17, 1984 with respect
to the Series F Preferred Stock, from July 2, 1991
with respect to the Series G Preferred Stock, and
from such date with respect to each additional
series, if made cumulative in and by the resolution
or resolutions of the Board of Directors of the
Corporation providing for such series, as shall be
fixed in and by such resolution or resolutions,
provided that, if such resolution or resolutions so
provide, the first dividend payment date for any
such additional series may be the dividend payment
date next succeeding the dividend payment date
immediately following the issuance of the shares of
such series.
The first sentence of paragraph (G) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
(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 the Preferred Stock
or may from time to time redeem any part thereof, by
paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as
to the Second Series Preferred Stock, a redemption
price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per
share, as to the Fourth Series Preferred Stock, a
redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as
to the Seventh Series Preferred Stock, a redemption
price of $108.96 per share if redeemed on or prior
to November 1, 1980, $106.58 per share if redeemed
subsequent to November 1, 1980 but on or prior to
November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth
Series Preferred Stock, a redemption price of
$107.70 per share if redeemed on or prior to April
1, 1981, $105.74 per share if redeemed subsequent to
April 1, 1981 but on or prior to April 1, 1986, and
$103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on
or prior to January 1, 1982, $105.20 per share if
redeemed subsequent to January 1, 1982 but on or
prior to January 1, 1987, and $103.36 per share if
redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of
$107.42 per share if redeemed on or prior to March
1, 1984, $105.28 per share if redeemed subsequent to
March 1, 1984 but on or prior to March 1, 1989, and
$103.14 per share if redeemed subsequent to March 1,
1989, as to the Eleventh Series Preferred Stock, a
redemption price of $111.44 per share if redeemed on
or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be
redeemed prior to November 1, 1982 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
Eleventh Series Preferred Stock 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
9.4297% per annum), $109.08 per share if redeemed
subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed
subsequent to November 1, 1987 but on or prior to
November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth
Series Preferred Stock, a redemption price of
$113.98 per share if redeemed on or prior to March
1, 1984 (except that no share of the Twelfth Series
Preferred Stock shall be redeemed prior to March 1,
1984 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 Twelfth Series Preferred Stock 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
11.4560% per annum), $111.11 per share if redeemed
subsequent to March 1, 1984 but on or prior to March
1, 1989, $108.24 per share if redeemed subsequent to
March 1, 1989 but on or prior to March 1, 1994, and
$105.37 per share if redeemed subsequent to March 1,
1994, as to the Thirteenth Series Preferred Stock, a
redemption price of $100.00 per share (except that
no share of the Thirteenth Series Preferred Stock
shall be redeemed on or before November 1, 1999), as
to the Fourteenth Series Preferred Stock, a
redemption price of $100.00 per share (except that
no share of the Fourteenth Series Preferred Stock
shall be redeemed on or before February 1, 1998), as
to the Series A Preferred Stock, a redemption price
of $27.68 per share if redeemed on or prior to July
1, 1984 (except that no share of the Series A
Preferred Stock shall be redeemed prior to July 1,
1984 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 Series A Preferred Stock 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
11.2705% per annum), $27.01 per share if redeemed
subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to
July 1, 1989 but on or prior to July 1, 1994, and
$25.67 per share if redeemed subsequent to July 1,
1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on
or prior to October 1, 1984 (except that no share of
the Series B Preferred Stock shall be redeemed prior
to October 1, 1984 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 Series B Preferred Stock
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 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or
prior to October 1, 1989, $26.64 per share if
redeemed subsequent to October 1, 1989 but on or
prior to October 1, 1994, and $25.82 per share if
redeemed subsequent to October 1, 1994, as to the
Series C Preferred Stock, a redemption price of
$28.80 per share if redeemed on or prior to November
1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November
1, 1985 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 Series C Preferred Stock 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
16.0616% per annum), $27.85 per share if redeemed
subsequent to November 1, 1985 but on or prior to
November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, as to the Series D
Preferred Stock, a redemption price of $28.68 per
share if redeemed on or prior to May 1, 1987 (except
that no share of the Series D Preferred Stock shall
be redeemed prior to May 1, 1987 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 Series D
Preferred Stock 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 15.4233% per annum),
$27.76 per share if redeemed subsequent to May 1,
1987 but on or prior to May 1, 1992, $26.84 per
share if redeemed subsequent to May 1, 1992 but on
or prior to May 1, 1997, and $25.92 per share if
redeemed subsequent to May 1, 1997, as to the Series
E Preferred Stock, a redemption price of $28.16 per
share if redeemed on or prior to February 1, 1988
(except that no share of the Series E Preferred
Stock shall be redeemed prior to February 1, 1988 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 Series E Preferred Stock 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
13.1942% per annum), $27.37 per share if redeemed
subsequent to February 1, 1988 but on or prior to
February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per
share if redeemed on or prior to August 1, 1985,
$29.27 per share if redeemed subsequent to August 1,
1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but
on or prior to August 1, 1987, $28.20 per share if
redeemed subsequent to August 1, 1987 but on or
prior to August 1, 1988, $27.67 per share if
redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if
redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if
redeemed subsequent to August 1, 1990 but on or
prior to August 1, 1991, $26.07 per share if
redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if
redeemed subsequent to August 1, 1992 but on or
prior to August 1, 1993, and $25.00 per share if
redeemed subsequent to August 1, 1993, provided,
however, that no share of the Series F Preferred
Stock shall be redeemed prior to August 1, 1989 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 Series F Preferred Stock 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
19.9171% per annum, and as to the Series G Preferred
Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred
Stock shall be redeemed on or before August 1,
1996), and as to each additional series such
redemption price or prices, with such restrictions
or limitations, if any, on redemption or refunding,
as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the
vote of the issued and outstanding Common Stock, the
Thirteenth Series Preferred Stock shall be subject
to redemption as and for a sinking fund as follows:
on November 1, 2001 (such date being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date"), the Corporation shall redeem, out
of funds legally available therefor, all of the
shares of the Thirteenth Series Preferred Stock then
outstanding at the sinking fund redemption price of
$100 per share plus, as to each share so redeemed,
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation to redeem all of
the shares of the Thirteenth Series Preferred Stock
on the Thirteenth Series Sinking Fund Redemption
Date or, as hereinafter provided for, on any annual
anniversary thereof on which shares of the
Thirteenth Series Preferred Stock are outstanding
(each such annual anniversary being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary") being
hereinafter referred to as the "Thirteenth Series
Sinking Fund Obligation"); the Thirteenth Series
Sinking Fund Obligation shall be cumulative and if
on the Thirteenth Series Sinking Fund Redemption
Date, or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation
shall not have funds legally available therefor
sufficient to redeem all of the shares of the
Thirteenth Series Preferred Stock then outstanding,
the Thirteenth Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Thirteenth Series Sinking
Fund Redemption Date Annual Anniversary until all of
the outstanding shares of the Thirteenth Series
Preferred Stock shall have been redeemed; if on the
Thirteenth Series Sinking Fund Redemption Date or on
any Thirteenth Series Sinking Fund Redemption Date
Annual Anniversary, the funds of the Corporation
legally available for the satisfaction of the
Thirteenth Series Sinking Fund Obligation and all
other sinking fund and similar obligations then
existing with respect to any other class or series
of its stock ranking on a parity as to dividends or
assets with the Thirteenth Series Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Thirteenth Series Sinking
Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Thirteenth Series Sinking Fund Obligation to
such Total Sinking Fund Obligation; and provided
that without the vote of the issued and outstanding
Common Stock, the Fourteenth Series Preferred Stock
shall be subject to redemption as and for a sinking
fund as follows: on February 1, 1999 (such date
being hereinafter referred to as the "Fourteenth
Series Sinking Fund Redemption Date"), the
Corporation shall redeem, out of funds legally
available therefor, all of the shares of the
Fourteenth Series Preferred Stock then outstanding
at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation to redeem all of the
shares of the Fourteenth Series Preferred Stock on
the Fourteenth Series Sinking Fund Redemption Date
or, as hereinafter provided for, on any annual
anniversary thereof on which shares of the
Fourteenth Series Preferred Stock are outstanding
(each such annual anniversary being hereinafter
referred to as the "Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary") being
hereinafter referred to as the "Fourteenth Series
Sinking Fund Obligation"); the Fourteenth Series
Sinking Fund Obligation shall be cumulative and if
on the Fourteenth Series Sinking Fund Redemption
Date, or on any Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation
shall not have funds legally available therefor
sufficient to redeem all of the shares of the
Fourteenth Series Preferred Stock then outstanding,
the Fourteenth Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Fourteenth Series Sinking
Fund Redemption Date Annual Anniversary until all of
the outstanding shares of the Fourteenth Series
Preferred Stock shall have been redeemed; if on the
Fourteenth Series Sinking Fund Redemption Date or on
any Fourteenth Series Sinking Fund Redemption Date
Annual Anniversary, the funds of the Corporation
legally available for the satisfaction of the
Fourteenth Series Sinking Fund Obligation and all
other sinking fund and similar obligations then
existing with respect to any other class or series
of its stock ranking on a parity as to dividends or
assets with the Fourteenth Series Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Fourteenth Series Sinking
Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Fourteenth Series Sinking Fund Obligation to
such Total Sinking Fund Obligation; and provided
that without the vote of the issued and outstanding
Common Stock, the Series A Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 120,000 shares of the Series A
Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A
Sinking Fund Obligation shall be cumulative; if on
any Series A Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series A Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series A Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series A Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series A Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 120,000 additional shares of
the Series A Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the
Series A Preferred Stock (including shares of the
Series A Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series A Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series B Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1
thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 80,000 shares of the Series B
Preferred Stock (or the number of shares then
outstanding if less than 80,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series B
Preferred Stock being hereinafter referred to as the
"Series B Sinking Fund Obligation"); the Series B
Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series B Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series B Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series B Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series B Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series B Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series B Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of
the Series B Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series B Sinking Fund Obligation on any Series B
Sinking Fund Redemption Date any shares of the
Series B Preferred Stock (including shares of the
Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series B Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series C Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on November 1, 1985 and on each November 1
thereafter (each such date being hereinafter
referred to as a "Series C Sinking Fund Redemption
Date"), for so long as any shares of the Series C
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 60,000 shares of the Series C
Preferred Stock (or the number of shares then
outstanding if less than 60,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series C
Preferred Stock being hereinafter referred to as the
"Series C Sinking Fund Obligation"); the Series C
Sinking Fund Obligation shall be cumulative; if on
any Series C Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series C Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series C Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series C Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series C Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to divi
dends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series C Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series C Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series C Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 60,000 additional shares of
the Series C Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series C Sinking Fund Obligation on any Series C
Sinking Fund Redemption Date any shares of the
Series C Preferred Stock (including shares of the
Series C Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series C Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series D Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on May 1, 1987 and on each May 1 thereafter
(each such date being hereinafter referred to as a
"Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock
shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor,
100,000 shares of the Series D Preferred Stock (or
the number of shares then outstanding if less than
100,000) at the sinking fund redemption price of $25
per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation so to redeem the
shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking
Fund Obligation"); the Series D Sinking Fund
Obligation shall be cumulative; if on any Series D
Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient
to redeem the full number of shares required to be
redeemed on that date, the Series D Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series D
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series D Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
D Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series D Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series D Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series D Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 100,000 additional shares of
the Series D Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series D Sinking Fund Obligation on any Series D
Sinking Fund Redemption Date any shares of the
Series D Preferred Stock (including shares of the
Series D Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series D Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series E Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on February 1, 1988 and on each February 1
thereafter (each such date being hereinafter
referred to as a "Series E Sinking Fund Redemption
Date"), for so long as any shares of the Series E
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 150,000 shares of the Series E
Preferred Stock (or the number of shares then
outstanding if less than 150,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series E
Preferred Stock being hereinafter referred to as the
"Series E Sinking Fund Obligation"); the Series E
Sinking Fund Obligation shall be cumulative; if on
any Series E Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series E Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series E Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series E Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series E Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series E Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series E Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series E Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 150,000 additional shares of
the Series E Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series E Sinking Fund Obligation on any Series E
Sinking Fund Redemption Date any shares of the
Series E Preferred Stock (including shares of the
Series E Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series E Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series F Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on August 1, 1990 and on each August 1
thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 400,000 shares of the Series F
Preferred Stock (or the number of shares then
outstanding if less than 400,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F
Sinking Fund Obligation shall be cumulative; if on
any Series F Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series F Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series F Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series F Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series F Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series F Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series F Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series F Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 400,000 additional shares of
the Series F Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series F Sinking Fund Obligation on any Series F
Sinking Fund Redemption Date any shares of the
Series F Preferred Stock (including shares of the
Series F Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series F Sinking Fund Obligation.
The last sentence of paragraph (H) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
So long as any of the Second through Fourteenth
Series Preferred Stock or any of the Series A,
Series B, Series C, Series D, Series E, Series F, or
Series G Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution
or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all
amounts credited subsequent to January 1, 1953 to
the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, through charges to operating revenue
deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), 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 Louisiana 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) for the period from January 1, 1953 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 Louisiana Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provi
sions (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, 1953 up to
but excluding said twelve-month period; provided
that in the event any company other than Louisiana
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
prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided
for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
27th day of January, 1992.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
By: /s/ T. O. Lind
T. O. Lind, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and T. O. Lind, to me known to be
a Senior Vice President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ T. O. Lind
T. O. Lind, Secretary
Sworn to and subscribed before me at
New Orleans, Orleans Parish, Louisiana,
on this 27th day of January, 1992.
/s/ Melvin I. Schwartzman
Melvin I. Schwartzman,
Notary Public in and for the
Parish of Orleans,
State of Louisiana
My Commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On October 22, 1992 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), one series of $25 Preferred Stock
shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 2,000,000 shares of 19.20% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series F Preferred Stock"), one
series of $25 Preferred Stock shall consist of
2,000,000 shares of 9.68% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series G Preferred Stock"), and one series
of $25 Preferred Stock shall consist of 1,480,000
shares of 8% Preferred Stock, Cumulative, $25 par
value (hereinafter sometimes called "Series H
Preferred Stock"); and the remaining 6,320,000 of
said shares of $25 Preferred Stock may be divided
into and issued in additional series from time to
time, each such additional series to be provided for
and to be distinctively designated, and the issuance
of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock shall
have the same rank and shall have the same relative
rights except with respect to such characteristics as are
peculiar to or pertain only to the particular class of
such series and with respect to the following
characteristics:
(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 and the date from
which such dividends shall commence to accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking fund
requirements (if any) for the purchase or redemption
of shares of each series of Preferred Stock other
than the First through Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b), and
(c) above are herein set forth with respect to the First
through Tenth Series Preferred Stock and of clauses (a),
(b), (c), and (d) above are herein set forth with respect
to the Eleventh, Twelfth, Thirteenth, and Fourteenth
Series Preferred Stock and the Series A, Series B, Series
C, Series D, Series E, Series F, Series G and Series H
Preferred Stock, and, with respect to each additional
series of Preferred Stock, the designation of the class
thereof and the different characteristics of clauses (a),
(b), (c), and (d) above shall be set forth in the
resolution or resolutions of the Board of Directors of
the Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is amended to
be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 7% per annum on the Fourteenth
Series Preferred Stock, at the rate of 10.72% per annum
on the Series A Preferred Stock, at the rate of 13.12%
per annum on the Series B Preferred Stock, at the rate of
15.20% per annum on the Series C Preferred Stock, at the
rate of 14.72% per annum on the Series D Preferred Stock,
at the rate of 12.64% per annum on the Series E Preferred
Stock, at the rate of 19.20% per annum on the Series F
Preferred Stock, at the rate of 9.68% per annum on the
Series G Preferred Stock, and at the rate of 8% per annum
on the Series H Preferred Stock, of the par value
thereof, and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May 1,
August 1 and November 1 of each year to stockholders of
record as of a date, not exceeding forty (40) days and
not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors,
such dividends to be cumulative from the last date to
which dividends upon the First through Tenth Series
Preferred Stock of Louisiana Power & Light Company, a
Florida corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November 2,
1977 with respect to the Eleventh Series Preferred Stock,
from March 1, 1979 with respect to the Twelfth Series
Preferred Stock, from October 31, 1991 with respect to
the Thirteenth Series Preferred Stock, from February 4,
1992 with respect to the Fourteenth Series Preferred
Stock, from July 19, 1979 with respect to the Series A
Preferred Stock, from October 17, 1979 with respect to
the Series B Preferred Stock, from November 6, 1980 with
respect to the Series C Preferred Stock, from May 19,
1982 with respect to the Series D Preferred Stock, from
February 24, 1983 with respect to the Series E Preferred
Stock, from August 17, 1984 with respect to the Series F
Preferred Stock, from July 2, 1991 with respect to the
Series G Preferred Stock, from October 29, 1992 with
respect to the Series H Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or
resolutions so provide, the first dividend payment date
for any such additional series may be the dividend
payment date next succeeding the dividend payment date
immediately following the issuance of the shares of such
series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(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 the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, 1981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 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
Eleventh Series Preferred Stock 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 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 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 Twelfth Series Preferred Stock 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 com
puted) of less than 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Thirteenth Series Preferred
Stock, a redemption price of $100.00 per share (except
that no share of the Thirteenth Series Preferred Stock
shall be redeemed on or before November 1, 1999), as to
the Fourteenth Series Preferred Stock, a redemption price
of $100.00 per share (except that no share of the
Fourteenth Series Preferred Stock shall be redeemed on or
before February 1, 1998), as to the Series A Preferred
Stock, a redemption price of $27.68 per share if redeemed
on or prior to July 1, 1984 (except that no share of the
Series A Preferred Stock shall be redeemed prior to July
1, 1984 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 Series
A Preferred Stock 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 11.2705% per annum), $27.01 per share if
redeemed subsequent to July 1, 1984 but on or prior to
July 1, 1989, $26.34 per share if redeemed subsequent to
July 1, 1989 but on or prior to July 1, 1994, and $25.67
per share if redeemed subsequent to July 1, 1994, as to
the Series B Preferred Stock, a redemption price of
$28.28 per share if redeemed on or prior to October 1,
1984 (except that no share of the Series B Preferred
Stock shall be redeemed prior to October 1, 1984 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 Series B Preferred Stock
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 14.6103% per
annum), $27.46 per share if redeemed subsequent to
October 1, 1984 but on or prior to October 1, 1989,
$26.64 per share if redeemed subsequent to October 1,
1989 but on or prior to October 1, 1994, and $25.82 per
share if redeemed subsequent to October 1, 1994, as to
the Series C Preferred Stock, a redemption price of
$28.80 per share if redeemed on or prior to November 1,
1985 (except that no share of the Series C Preferred
Stock shall be redeemed prior to November 1, 1985 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 Series C Preferred Stock 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 16.0616% per annum), $27.85 per
share if redeemed subsequent to November 1, 1985 but on
or prior to November 1, 1990, $26.90 per share if
redeemed subsequent to November 1, 1990 but on or prior
to November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 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 Series D Preferred Stock 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 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, as to the Series E Preferred Stock, a redemption
price of $28.16 per share if redeemed on or prior to
February 1, 1988 (except that no share of the Series E
Preferred Stock shall be redeemed prior to February 1,
1988 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 Series
E Preferred Stock 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 13.1942% per annum), $27.37 per share if
redeemed subsequent to February 1, 1988 but on or prior
to February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per share
if redeemed on or prior to August 1, 1985, $29.27 per
share if redeemed subsequent to August 1, 1985 but on or
prior to August 1, 1986, $28.73 per share if redeemed
subsequent to August 1, 1986 but on or prior to August 1,
1987, $28.20 per share if redeemed subsequent to August
1, 1987 but on or prior to August 1, 1988, $27.67 per
share if redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if redeemed
subsequent to August 1, 1989 but on or prior to August 1,
1990, $26.60 per share if redeemed subsequent to August
1, 1990 but on or prior to August 1, 1991, $26.07 per
share if redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if redeemed
subsequent to August 1, 1992 but on or prior to August 1,
1993, and $25.00 per share if redeemed subsequent to
August 1, 1993, provided, however, that no share of the
Series F Preferred Stock shall be redeemed prior to
August 1, 1989 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 Series
F Preferred Stock 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 19.9171% per annum, as to the Series G
Preferred Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred Stock
shall be redeemed on or before August 1, 1996), and as to
the Series H Preferred Stock, a redemption price of
$25.00 per share (except that no share of the Series H
Preferred Stock shall be redeemed on or before October 1,
1997), and as to each additional series such redemption
price or prices, with such restrictions or limitations,
if any, on redemption or refunding, as shall be fixed in
and by the resolution or resolutions of the Board of
Directors of the Corporation providing for such series;
plus, in each case where applicable, an amount equivalent
to the accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the vote
of the issued and outstanding Common Stock, the
Thirteenth Series Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on
November 1, 2001 (such date being hereinafter referred to
as the "Thirteenth Series Sinking Fund Redemption Date"),
the Corporation shall redeem, out of funds legally
available therefor, all of the shares of the Thirteenth
Series Preferred Stock then outstanding at the sinking
fund redemption price of $100 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation to
redeem all of the shares of the Thirteenth Series
Preferred Stock on the Thirteenth Series Sinking Fund
Redemption Date or, as hereinafter provided for, on any
annual anniversary thereof on which shares of the
Thirteenth Series Preferred Stock are outstanding (each
such annual anniversary being hereinafter referred to as
the "Thirteenth Series Sinking Fund Redemption Date
Annual Anniversary") being hereinafter referred to as the
"Thirteenth Series Sinking Fund Obligation"); the
Thirteenth Series Sinking Fund Obligation shall be
cumulative and if on the Thirteenth Series Sinking Fund
Redemption Date, or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation shall
not have funds legally available therefor sufficient to
redeem all of the shares of the Thirteenth Series
Preferred Stock then outstanding, the Thirteenth Series
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive
Thirteenth Series Sinking Fund Redemption Date Annual
Anniversary until all of the outstanding shares of the
Thirteenth Series Preferred Stock shall have been
redeemed; if on the Thirteenth Series Sinking Fund
Redemption Date or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the funds of the
Corporation legally available for the satisfaction of the
Thirteenth Series Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Thirteenth
Series Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Thirteenth Series Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such
Thirteenth Series Sinking Fund Obligation to such Total
Sinking Fund Obligation; and provided that without the
vote of the issued and outstanding Common Stock, the
Fourteenth Series Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on
February 1, 1999 (such date being hereinafter referred to
as the "Fourteenth Series Sinking Fund Redemption Date"),
the Corporation shall redeem, out of funds legally
available therefor, all of the shares of the Fourteenth
Series Preferred Stock then outstanding at the sinking
fund redemption price of $100 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation to
redeem all of the shares of the Fourteenth Series
Preferred Stock on the Fourteenth Series Sinking Fund
Redemption Date or, as hereinafter provided for, on any
annual anniversary thereof on which shares of the
Fourteenth Series Preferred Stock are outstanding (each
such annual anniversary being hereinafter referred to as
the "Fourteenth Series Sinking Fund Redemption Date
Annual Anniversary") being hereinafter referred to as the
"Fourteenth Series Sinking Fund Obligation"); the
Fourteenth Series Sinking Fund Obligation shall be
cumulative and if on the Fourteenth Series Sinking Fund
Redemption Date, or on any Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation shall
not have funds legally available therefor sufficient to
redeem all of the shares of the Fourteenth Series
Preferred Stock then outstanding, the Fourteenth Series
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive
Fourteenth Series Sinking Fund Redemption Date Annual
Anniversary until all of the outstanding shares of the
Fourteenth Series Preferred Stock shall have been
redeemed; if on the Fourteenth Series Sinking Fund
Redemption Date or on any Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary, the funds of the
Corporation legally available for the satisfaction of the
Fourteenth Series Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Fourteenth
Series Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Fourteenth Series Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such
Fourteenth Series Sinking Fund Obligation to such Total
Sinking Fund Obligation; and provided that without the
vote of the issued and outstanding Common Stock, the
Series A Preferred Stock shall be subject to redemption
as and for a sinking fund as follows: on July 1, 1984 and
on each July 1 thereafter (each such date being
hereinafter referred to as a "Series A Sinking Fund
Redemption Date"), for so long as any shares of the
Series A Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 120,000 shares of the Series A Preferred Stock
(or the number of shares then outstanding if less than
120,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series A Preferred Stock being hereinafter referred
to as the "Series A Sinking Fund Obligation" ); the
Series A Sinking Fund Obligation shall be cumulative; if
on any Series A Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the Series A
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall have
been redeemed; whenever on any Series A Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series A Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series A Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series A Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series A Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series A Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120, 000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series E
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on February 1, 1988 and on
each February 1 thereafter (each such date being
hereinafter referred to as a "Series E Sinking Fund
Redemption Date"), for so long as any shares of the
Series E Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 150,000 shares of the Series E Preferred Stock
(or the number of shares then outstanding if less than
150,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series E Preferred Stock being hereinafter referred
to as the "Series E Sinking Fund Obligation"); the Series
E Sinking Fund Obligation shall be cumulative; if on any
Series E Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series E Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series E Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series E Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series E Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series E Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series E Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series E Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 150,000 additional shares of the Series E
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series E Sinking Fund
Obligation on any Series E Sinking Fund Redemption Date
any shares of the Series E Preferred Stock (including
shares of the Series E Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series E Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series F
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on August 1, 1990 and on each
August 1 thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
400,000 shares of the Series F Preferred Stock (or the
number of shares then outstanding if less than 400,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F Sinking
Fund Obligation shall be cumulative; if on any Series F
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series F Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series F Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series F Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series F
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series F Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series F
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series F Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 400,000 additional shares of the Series F
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series F Sinking Fund
Obligation on any Series F Sinking Fund Redemption Date
any shares of the Series F Preferred Stock (including
shares of the Series F Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series F Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Fourteenth
Series Preferred Stock or any of the Series A, Series B,
Series C, Series D, Series E, Series F, Series G or
Series H Preferred Stock remains outstanding, or there
remains outstanding any additional series of Preferred
Stock with respect to which the resolution or resolutions
of the Board of Directors of the Corporation providing
for same makes this sentence applicable, at any time when
the aggregate of all amounts credited subsequent to
January 1, 1953 to the depreciation reserve account of
the Corporation and Louisiana Power & Light Company, a
Florida corporation, through charges to operating revenue
deductions or otherwise on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), 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 Louisiana 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) for the period from January 1, 1953 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 Louisiana 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, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana 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 prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
22nd day of October, 1992.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President
By: /s/ Gary L. Florreich
Gary L. Florreich,
Assistant Secretary and
Assistant Treasurer
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and Gary L. Florreich, to me known
to be a Senior Vice President and an Assistant Secretary and
Assistant Treasurer, respectively, of Louisiana Power & Light
Company and the persons who executed the foregoing instrument
in such capacities, and who, after first being duly sworn by
me, did declare and acknowledge that they signed and executed
the foregoing instrument in such capacities for and in the
name of the said Louisiana Power & Light Company, as its and
their free act and deed, being thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ Gary L. Florreich
Gary L. Florreich,
Assistant Secretary and
Assistant Treasurer
Sworn to and subscribed before me at
New Orleans, Orleans Parish, Louisiana,
on this 22nd day of October, 1992.
/s/ Charles McChord Carrico
Charles McChord Carrico,
Notary Public, Parish
of Orleans, State of Louisiana
My Commission is issued for life.
ARTICLES OF AMENDMENT
TO THE
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
OF
LOUISIANA POWER & LIGHT COMPANY
On May 5, 1994, the shareholders of Louisiana Power & Light
Company, a corporation organized and existing under the laws of
the State of Louisiana, by a resolution unanimously adopted by
all of the shareholders of said corporation entitled to vote on
the matter, amended the first sentence of the first paragraph of
Article 5 of the Restatement of Articles of Incorporation, as
amended, of said corporation to read in its entirety as follows:
"ARTICLE 5
The Board of Directors shall consist of such number of
directors as shall be determined from time to time as
provided in this Article 5. Directors shall be elected
at each annual meeting of stockholders and, subject to
the provisions of Article 3 hereof, each director so
elected shall hold office until the next annual meeting
of stockholders and until his successor is elected and
qualified. The stockholders or the Board of Directors
shall have the power from time to time to fix the
number of directors of the corporation, provided that
the number so fixed shall not be less than three (3)
and not more than fifteen (15). If the number of
directors is increased, the additional directors may,
to the extent permitted by law and subject to the
provisions of Article 3 hereof, be elected by the
stockholders or by a majority of the directors in
office at the time of the increase, or, if not so
elected prior to the next annual meeting of
stockholders, such additional directors shall be
elected at such annual meeting. If the number of
directors is decreased and the decrease does not exceed
the number of vacancies in the Board then existing,
then, subject to the provisions of Article 3 hereof,
the stockholders or the Board of Directors may provide
that it shall become effective forthwith; and to the
extent that the decrease does exceed such number of
vacancies, the stockholders or the Board of Directors
may provide that it shall not become effective until
the next election of directors by the stockholders. If
the Board of Directors shall fail to adopt a resolution
which fixes initially the number of directors, the
number of directors shall be nine (9). If, after the
number of directors shall have been fixed by such
resolution, such resolution shall be ineffective or
shall cease to be in effect for any cause other than by
being superseded by another such resolution, the number
of directors shall be that number specified in the
latest of such resolutions, whether or not such
resolution continues in effect."
The Restatement of Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on May
5, 1994, in accordance with and pursuant to the authority granted
in and by the laws of the State of Louisiana and particularly,
but not by way of limitation, Section 76 of Title 12 of the
Louisiana Revised Statutes of 1950, as amended, the said
Unanimous Written Consent having been signed and executed on the
date aforesaid by Entergy Corporation, which was then and is now
the sole owner and shareholder of record of 165,173,180 shares of
the Common Stock of the said Louisiana Power & Light Company,
said 165,173,180 shares being all of the outstanding Common Stock
of the said Louisiana Power & Light Company and said Common Stock
having all of the voting power and being all of the capital stock
of the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous Written
Consent the said Entergy Corporation affirmatively voted all of
said stock in favor of, authorized, consented to, approved and
constituted as the corporate action of the said Louisiana Power &
Light Company, the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
Louisiana Power & Light Company, as heretofore amended, was not
amended in any other respect than as set forth hereinabove, and
all of the provisions of said Restatement of Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of stock
of said Louisiana Power & Light Company are incorporated and
stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
21st day of July, 1994.
LOUISIANA POWER & LIGHT COMPANY
By /s/ Glenn E. Harder
Glenn E. Harder, Vice President
By /s/ Christopher T. Screen
Christopher T. Screen, Assistant Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Glenn E. Harder and Christopher T. Screen, to me known
and known to me to be a Vice President and the Assistant
Secretary, respectively, of Louisiana Power & Light Company and
the persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said Louisiana Power & Light Company, as its and their free
act and deed, being thereunto duly authorized.
/s/ Glenn E. Harder
Glenn E. Harder, Vice President
Louisiana Power & Light Company
/s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st day
of July 1994.
/s/ Mary H. Tooke
Notary Public
My commission is issued for life.
LOUISIANA POWER & LIGHT COMPANY
Articles of Amendment Pursuant to La. R.S. 12:32
April 22, 1996
The undersigned corporation, pursuant to La. R.S. 12:32,
submits the following document and sets forth:
1.The name of the corporation is Louisiana Power & Light
Company.
2. As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Restated Articles of
Incorporation, as amended, was proposed by the Board of
Directors of Louisiana Power & Light Company on April 15,
1996, and was unanimously adopted by the stockholder of
Louisiana Power & Light Company entitled to vote on the
amendment on April 22, 1996, in accordance with and in
the manner prescribed by the laws of the State of
Louisiana and the Restated Articles of Incorporation of
Louisiana Power & Light Company, as amended:
RESOLVED, That the Title and Article 1 of the Restated
Articles of Incorporation of Louisiana Power & Light
Company are amended to read as follows:
"RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA, INC."
"Article 1
The name of this Corporation is and shall be ENTERGY
LOUISIANA, INC."; and further
RESOLVED, That any additional references to "Louisiana
Power & Light Company" in said Restated Articles of
Incorporation, as amended, be changed to "Entergy
Louisiana, Inc."
3.Pursuant to the Laws of the State of Louisiana and the
Restated Articles of Incorporation of Louisiana Power &
Light Company, as amended, the holders of the outstanding
shares of common stock was the only stockholder entitled
to vote on the amendment, there being no right to vote on
the amendment by the holders of preferred stock of
Louisiana Power & Light Company.
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 165,173,180;
and the number of shares of common stock entitled to vote
thereon was 165,173,180; the number of shares of common
stock voting for the amendment was 165,173,180; the
number of shares of common stock voting against the
amendment was -0- ; the number of shares of
preferred stock of the Corporation outstanding at the
time of such adoption was 5,665,370, none of which
preferred shares were entitled to vote thereon.
Dated the 22nd day of April, 1996.
LOUISIANA POWER & LIGHT COMPANY
By: /S/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By: /s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary