RESTATED ARTICLES OF INCORPORATION OF
PACIFIC GAS AND ELECTRIC COMPANY
ROBERT D. GLYNN, JR. and LESLIE H. EVERETT certify that:
1. They are the Chairman of the Board, and the Vice President
and Corporate Secretary, respectively, of Pacific Gas and
Electric Company, a California corporation (the "Company").
2. The Articles of Incorporation of the corporation, as amended
to the date of the filing of this certificate, including the
amendments set forth herein but not separately filed (and
with the omissions required by Section 910 of the
Corporations Code) are amended and restated as follows:
FIRST: That the name of said corporation shall be
PACIFIC GAS AND ELECTRIC COMPANY.
SECOND: The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized under
the General Corporation Law of California other than the banking
business, the trust company business or the practice of a profession
permitted to be incorporated by the California Corporations Code.
The right is reserved to this corporation to amend the whole
or any part of these Articles of Incorporation in any respect not
prohibited by law.
THIRD: That this corporation shall have perpetual
existence.
FOURTH: The corporation elects to be governed by all of the
provisions of the General Corporation Law (as added to the California
Corporations Code effective January 1, 1977, and as subsequently
amended) not otherwise applicable to this corporation under Chapter 23
of said General Corporation Law.
FIFTH: The Board of Directors by a vote of two-thirds of
the whole Board may appoint from the Directors an Executive Committee,
which Committee may exercise such powers as may lawfully be conferred
upon it by the Bylaws of the Corporation. Such Committee may prescribe
rules for its own government and its meetings may be held at such
places within or without California as said Committee may determine or
authorize.
SIXTH: The liability of the directors of the corporation
for monetary damages shall be eliminated to the fullest extent
permissible under California law.
SEVENTH: The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the California
Corporations Code) through bylaws, resolutions, agreements with
agents, vote of shareholders or disinterested directors, or otherwise,
in excess of the indemnification otherwise permitted by Section 317 of
the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code.
EIGHTH: The total number of shares which this corporation
is authorized to issue is eight hundred eighty-five million
(885,000,000) of the aggregate par value of six billion eight hundred
seventy-five million dollars ($6,875,000,000). All of these shares
shall have full voting rights.
Said eight hundred eighty-five million (885,000,000) shares
shall be divided into three classes, designated as common stock, first
preferred stock and $100 first preferred stock. Eight hundred million
(800,000,000) of said shares shall be common stock, of the par value
of $5 per share, seventy-five million (75,000,000) of said shares
shall be first preferred stock, of the par value of $25 per share, and
ten million(10,000,000) of said shares shall be $100 first preferred
stock, of the par value of $100 per share.
FIRST PREFERRED STOCK
AND $100 FIRST PREFERRED STOCK
The first preferred stock and $100 first preferred stock
each shall be divided into series. The first series of first
preferred stock shall consist of four million two hundred eleven
thousand six hundred sixty-two (4,211,662) shares and be designated as
Six Per Cent First Preferred Stock. The second series of first
preferred stock shall consist of one million one hundred seventy-three
thousand one hundred sixty-three (1,173,163) shares and be designated
as Five and One-Half Per Cent First Preferred Stock. The third series
of first preferred stock shall consist of four hundred thousand
(400,000) shares and be designated as Five Per Cent First Preferred
Stock. The remainder of said first preferred stock, viz., 69,215,175
shares, and all of the $100 first preferred stock may be issued in one
or more additional series, as determined from time to time by the
Board of Directors. Except as provided herein, the Board of Directors
is hereby authorized to determine and alter the rights, preferences,
privileges and restrictions granted to or imposed upon the first
preferred stock or $100 first preferred stock or any series thereof
with respect to any wholly unissued series of first preferred stock or
$100 first preferred stock, and to fix the number of shares of any
series of first preferred stock or $100 first preferred stock and the
designation of any such series of first preferred stock or $100 first
preferred stock. The Board of Directors, within the limits and
restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any
series, may increase or decrease (but not below the number of shares
of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.
The owners and holders of shares of said first preferred
stock and $100 first preferred stock, when issued as fully paid, are
and shall be entitled to receive, from the date of issue of such
shares, out of funds legally available therefor, cumulative
preferential dividends, when and as declared by the Board of
Directors, at the following rates upon the par value of their
respective shares, and not more, viz.: Six per cent (6%) per year upon
Six Per Cent First Preferred Stock; five and one-half per cent
(5-l/2%) per year upon Five and One-Half Per Cent First Preferred
Stock; five per cent (5%) per year upon Five Per Cent First Preferred
Stock; and upon the shares of each additional series of said first
preferred stock and of each series of $100 first preferred stock the
dividend rate fixed therefor; and such dividends on both classes of
first preferred stock and $100 first preferred stock shall be declared
and shall be either paid or set apart for payment before any dividend
upon the shares of common stock shall be either declared or paid.
Upon the liquidation or dissolution of this corporation at
any time and in any manner, the owners and holders of shares of said
first preferred stock and $100 first preferred stock issued as fully
paid will be entitled to receive an amount equal to the par value of
such shares plus an amount equal to all accumulated and unpaid
dividends thereon to and including the date fixed for such
distribution or payment before any amount shall be paid to the holders
of said common stock.
If any share or shares of first preferred stock and $100
first preferred stock shall at any time be issued as only partly paid,
the owners and holders of such partly paid share or shares shall have
the right to receive dividends and to share in the assets of this
corporation upon its liquidation or dissolution in all respects like
the owners and holders of fully paid shares of first preferred stock
and $100 first preferred stock, except that such right shall be only
in proportion to the amount paid on account of the subscription price
for which such partly paid share or shares shall have been issued.
The unissued shares of said first preferred stock and $100
first preferred stock may be offered for subscription or sale or in
exchange for property and be issued from time to time upon such terms
and conditions as said Board of Directors shall prescribe.
The first three series of said first preferred stock,
namely, the Six Per Cent First Preferred Stock, the Five and One-Half
Per Cent First Preferred Stock, and the Five Per Cent First Preferred
Stock, are not subject to redemption.
Any or all shares of each series of said first preferred
stock and $100 first preferred stock other than said first three
series of first preferred stock may be redeemed at the option of this
corporation, at any time or from time to time, at the redemption price
fixed for such series together with accumulated and unpaid dividends
at the rate fixed therefor to and including the date fixed for
redemption. If less than all the outstanding shares of any such
series are to be redeemed, the shares to be redeemed shall be
determined pro rata or by lot in such manner as the Board of Directors
may determine.
Unless the certificate of determination for any series of
the first preferred stock or the $100 first preferred stock shall
otherwise provide, notice of every such redemption shall be published
in a newspaper of general circulation in the City and County of San
Francisco, State of California, and in a newspaper of general
circulation in the Borough of Manhattan, City and State of New York,
at least once in each of two (2) successive weeks, commencing not
earlier than sixty (60) nor later than thirty (30) days before the
date fixed for redemption; successive publications need not be made in
the same newspaper. A copy of such notice shall be mailed within the
same period of time to each holder of record, as of the record date,
of the shares to be redeemed, but the failure to mail such notice to
any shareholder shall not invalidate the redemption of such shares.
From and after the date fixed for redemption, unless default
be made by this corporation in paying the amount due upon redemption,
dividends on the shares called for redemption shall cease to accrue,
and such shares shall be deemed to be redeemed and shall be no longer
outstanding, and the holders thereof shall cease to be shareholders
with respect to such shares and shall have no rights with respect
thereto except the right to receive from this corporation upon
surrender of their certificates the amount payable upon redemption
without interest. Or, if this corporation shall deposit, on or prior
to the date fixed for redemption, with any bank or trust company in
the City and County of San Francisco, having capital, surplus and
undivided profits aggregating at least five million dollars
($5,000,000), as a trust fund, a sum sufficient to redeem the shares
called for redemption, with irrevocable instructions and authority to
such bank or trust company to publish or complete the publication of
the notice of redemption (if this corporation shall not have
theretofore completed publication of such notice), and to pay, on and
after the date fixed for redemption, or on and after such earlier date
as the Board of Directors may determine, the amount payable upon
redemption of such shares, then from and after the date of such
deposit (although prior to the date fixed for redemption) such shares
shall be deemed to be redeemed; and dividends on such shares shall
cease to accrue after the date fixed for redemption. The said deposit
shall be deemed to constitute full payment of the shares to their
respective holders and from and after the date of such deposit the
shares shall be no longer outstanding, and the holders thereof shall
cease to be shareholders with respect to such shares and shall have no
rights with respect thereto except the right to receive from said bank
or trust company the amount payable upon redemption of such shares,
without interest, upon surrender of their certificates therefor, and
except, also, any right which such shareholders may then have to
exchange or convert such shares prior to the date fixed for
redemption. Any part of the funds so deposited which shall not be
required for redemption payments because of such exchange or
conversion shall be repaid to this corporation forthwith. The
balance, if any, of the funds so deposited which shall be unclaimed at
the end of six (6) years from the date fixed for redemption shall be
repaid to this corporation together with any interest which shall have
been allowed thereon; and thereafter the unpaid holders of shares so
called for redemption shall have no claim for payment except as
against this corporation.
All shares of the first preferred stock and $100 first
preferred stock shall rank equally with regard to preference in
dividend and liquidation rights, except that shares of different
classes or different series thereof may differ as to the amounts of
dividends or liquidation payments to which they are entitled, as
herein set forth.
COMMON STOCK
When all accrued dividends upon all of the issued and
outstanding shares of the first preferred stock and $100 first
preferred stock of this corporation shall have been declared and shall
have been paid or set apart for payment, but not before, dividends may
be declared and paid, out of funds legally available therefor, upon
all of the issued and outstanding shares of said common stock.
Upon the liquidation or dissolution of this corporation,
after the owners and holders of such first preferred stock and $100
first preferred stock shall have been paid the full amount to which
they shall have been entitled under the provisions of these Articles
of Incorporation, the owners and holders of such common stock shall be
entitled to receive and to have paid to them the entire residue of the
assets of this corporation in proportion to the number of shares of
said common stock held by them respectively.
If any share or shares of common stock shall at any time be
issued as only partly paid, the owners and holders of such partly paid
share or shares shall have the right to receive dividends and to share
in the assets of this corporation upon its liquidation or dissolution
in all respects like the owners and holders of fully paid shares of
common stock, except that such right shall be only in proportion to
the amount paid on account of the subscription price for which such
partly paid share or shares shall have been issued.
The unissued shares of said common stock may be offered for
subscription or sale or in exchange for property and be issued from
time to time upon such terms and conditions as said Board of Directors
may prescribe.
PROHIBITION AGAINST ASSESSMENTS
Shares of such stock, whether first preferred, $100 first
preferred stock or common stock, the subscription price of which shall
have been paid in full, whether such price be par or more or less than
par, shall be issued as fully paid shares and shall never be subject
to any call or assessment for any purpose whatever. Shares of such
stock, whether first preferred, $100 first preferred stock or common
stock, a part only of the subscription price of which shall have been
paid, shall be subject to calls for the unpaid balance of the
subscription price thereof. But no call made on partly paid first
preferred stock, partly paid $100 first preferred stock or partly paid
common stock shall be recoverable by action or be enforceable
otherwise than by sale or forfeiture of delinquent stock in accordance
with the applicable provisions of the Corporations Code of California.
If at any time, whether by virtue of any amendment of these
Articles of Incorporation or any amendment or change of the law of the
State of California relating to corporations or otherwise, any
assessment shall, in any event whatever, be levied and collected on
any subscribed and issued shares of said first preferred stock or $100
first preferred stock after the subscription price thereof shall have
been paid in full, the rights of the owners and holders thereof to
receive dividends and their rights to share in the assets upon the
liquidation or dissolution of this corporation shall, immediately upon
the payment of such assessment and by virtue thereof, be increased in
the same ratio as the total amount of the assessment or assessments so
levied and collected shall bear to the par value of such shares of
first preferred stock or $100 first preferred stock.
RESERVES
The Board of Directors of this corporation shall,
notwithstanding the foregoing provisions of these Articles of
Incorporation, have authority from time to time to set aside, out of
the profits arising from the business of this corporation, such
reasonable sums as may in their judgment be necessary and proper for
working capital and for usual reserves and surplus.
NINTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
5% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination
of Preferences of the 5% Redeemable First Preferred Stock which is
attached hereto as Exhibit 1 is hereby incorporated by reference as
Article NINTH of these Articles of Incorporation.
TENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
5% REDEEMABLE FIRST PREFERRED STOCK, SERIES A: The Certificate of
Determination of Preferences of the 5% Redeemable First Preferred
Stock, Series A, which is attached hereto as Exhibit 2 is hereby
incorporated by reference as Article TENTH of these Articles of
Incorporation.
ELEVENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 4.80% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 4.80% Redeemable First Preferred
Stock which is attached hereto as Exhibit 3 is hereby incorporated by
reference as Article ELEVENTH of these Articles of Incorporation.
TWELFTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
4.50% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 4.50% Redeemable First Preferred
Stock which is attached hereto as Exhibit 4 is hereby incorporated by
reference as Article TWELFTH of these Articles of Incorporation.
THIRTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 4.36% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 4.36% Redeemable First Preferred
Stock which is attached hereto as Exhibit 5 is hereby incorporated by
reference as Article THIRTEENTH of these Articles of Incorporation.
FOURTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 6.57% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 6.57% Redeemable First Preferred
Stock which is attached hereto as Exhibit 6 is hereby incorporated by
reference as Article FOURTEENTH of these Articles of Incorporation.
FIFTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 7.04% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 7.04% Redeemable First Preferred
Stock which is attached hereto as Exhibit 7 is hereby incorporated by
reference as Article FIFTEENTH of these Articles of Incorporation.
SIXTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 6-7/8% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 6-7/8% Redeemable First Preferred
Stock which is attached hereto as Exhibit 8 is hereby incorporated by
reference as Article SIXTEENTH of these Articles of Incorporation.
SEVENTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 6.30% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 6.30% Redeemable First Preferred
Stock which is attached hereto as Exhibit 9 is hereby incorporated by
reference as Article SEVENTEENTH of these Articles of Incorporation.
3. The foregoing amendments and restatement of the Articles of
Incorporation of this corporation have been duly approved by
the Board of Directors.
4. The foregoing amendments and restatement of the Articles of
Incorporation were adopted (i) to delete the first paragraph
of Article Fifth, which previously required that the Board
of Directors of this corporation consist of not less than
fourteen nor more than seventeen directors; (ii) to
eliminate Article Fourteenth, which previously set forth the
Certificate of Determination of Preferences of the 7.44%
Redeemable First Preferred Stock, to reflect the reduction
in the authorized number of shares of that series to zero
which occurred upon filing the Certificate of Decrease with
respect to such series immediately preceding the filing of
these Restated Articles, pursuant to California Corporations
Code Section 401(c), and the elimination of that series as
an authorized series of the corporation pursuant to
California Corporations Code Section 401(f); and (iii) to
renumber the remaining Articles to reflect the deletion of
Article Fourteenth.
5. The amendment to Article Fifth to delete the first paragraph
thereof regarding the authorized number of directors has
been approved by the required vote of the corporation's
shareholders in accordance with California Corporations Code
Section 902. There were 409,120,387 shares of common stock,
and 18,979,056 shares of first preferred stock, entitled to
vote with respect to the amendment to Article Fifth. The
number of shares of common stock and first preferred stock
voting in favor of the amendment exceeded the vote required
for approval. Approval of the amendment required the
affirmative vote of the majority of the outstanding shares
of common stock and first preferred stock voting together
6. Pursuant to California Corporations Code Sections 202(e)(3),
203.5(b), 401(c) and 401(f), amendments to the Articles of
Incorporation for the purpose of eliminating the 7.44%
Redeemable First Preferred Stock series need not be approved
by the affirmative vote of the majority of the outstanding
shares; accordingly, such amendments and restatement may be
adopted with approval of the Board of Directors alone.
We further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Date: April 30, 1998
ROBERT D. GLYNN, JR.
---------------------
ROBERT D. GLYNN, JR.
Chairman of the Board
LESLIE H. EVERETT
----------------------
LESLIE H. EVERETT
Vice President and
Corporate Secretary
EXHIBIT 1
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock, issuable
from time to time in one or more series, of which a series of such
class of stock was issued as the 5% Redeemable First Preferred Stock,
$25 par value (herein called the "5% Series"); and
WHEREAS, this corporation has elected to redeem, purchase, or
otherwise acquire 1,082,805 shares of the 5% Series from time to time;
and
WHEREAS, pursuant to California Corporations Code Section 401(c),
this corporation filed a Certificate of Decrease in Number of Shares
of Certain Series of First Preferred Stock on March 23, 1994, which
amended the Articles of Incorporation to decrease the number of shares
constituting the 5% Series from 2,860,977 to 1,778,172 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 1,082,805 shares constituting the decrease in the 5%
Series resumed the status of authorized and unissued shares of First
Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the four existing Certificates of Determination of Preferences
of the 5% Series to (i) reflect the reduction in the authorized number
of shares of the 5% Series, (ii) consolidate such existing
Certificates of Determination of Preferences into a single Certificate
of Determination of Preferences of the 5% Series, and (iii) eliminate
the portions of the officers' certificates and verifications which do
not set forth any of the rights, preferences, privileges, or
restrictions of the 5% Series
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificates of Determination of Preferences of the 5% Series is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 5% Series is hereby approved and adopted as
restated in its entirety as follows:
1,778,172 shares of this corporation's unissued redeemable
First Preferred Stock shall constitute a series designated "5%
Redeemable First Preferred Stock"; the dividend rate of such
shares shall be five per cent per year; such shares shall have no
conversion rights; and the redemption price of such shares shall
be
$28.25 per share if redeemed on or before July 31, 1953,
$27.75 per share if redeemed thereafter and on or before
July 31, 1958,
$27.25 per share if redeemed thereafter and on or before
July 31, 1963, and
$26.75 per share if redeemed thereafter.
EXHIBIT 2
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK,
SERIES A
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock, issuable
from time to time in one or more series, of which a series of such
class of stock was issued as the 5% Redeemable First Preferred Stock,
Series A, $25 par value (herein called the "5% Series A"); and
WHEREAS, this corporation has elected to redeem, purchase, or
otherwise acquire 815,678 shares of the 5% Series A from time to time;
and
WHEREAS, pursuant to California Corporations Code Section 401(c),
this corporation filed a Certificate of Decrease in Number of Shares
of Certain Series of First Preferred Stock on March 23, 1994, which
amended the Articles of Incorporation to decrease the number of shares
constituting the 5% Series A from 1,750,000 to 934,322 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 815,678 shares constituting the decrease in the 5%
Series A resumed the status of authorized and unissued shares of First
Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the two existing Certificates of Determination of Preferences
of the 5% Series A to (i) reflect the reduction in the authorized
number of shares of the 5% Series A, (ii) consolidate such existing
Certificates of Determination of Preferences into a single Certificate
of Determination of Preferences of the 5% Series A, and
(iii) eliminate the portions of the officers' certificates and
verifications which do not set forth any of the rights, preferences,
privileges, or restrictions of the 5% Series A.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificates of Determination of Preferences of the 5% Series A is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 5% Series A is hereby approved and adopted as
restated in its entirety as follows:
934,322 shares of this corporation's unissued redeemable
First Preferred Stock shall constitute a series designated "5%
Redeemable First Preferred Stock, Series A"; the dividend rate
of such shares shall be five per cent per year; such shares shall
have no conversion rights; and the redemption price of such
shares shall be
$28.25 per share if redeemed on or before July 31, 1953,
$27.75 per share if redeemed thereafter and on or before
July 31, 1958,
$27.25 per share if redeemed thereafter and on or before
July 31, 1963, and
$26.75 per share if redeemed thereafter.
EXHIBIT 3
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.80% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock, issuable
from time to time in one or more series, of which a series of such
class of stock was issued as the 4.80% Redeemable First Preferred
Stock, $25 par value (herein called the "4.80% Series"); and
WHEREAS, this corporation has elected to redeem, purchase, or
otherwise acquire 724,344 shares of the 4.80% Series from time to
time; and
WHEREAS, pursuant to California Corporations Code Section 401(c),
this corporation filed a Certificate of Decrease in Number of Shares
of Certain Series of First Preferred Stock on March 23, 1994, which
amended the Articles of Incorporation to decrease the number of shares
constituting the 4.80% Series from 1,517,375 to 793,031 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 724,344 shares constituting the decrease in the 4.80%
Series resumed the status of authorized and unissued shares of First
Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the two existing Certificates of Determination of Preferences
of the 4.80% Series to (i) reflect the reduction in the authorized
number of shares of the 4.80% Series, (ii) consolidate such existing
Certificates of Determination of Preferences into a single Certificate
of Determination of Preferences of the 4.80% Series, and
(iii) eliminate the portions of the officers' certificates and
verifications which do not set forth any of the rights, preferences,
privileges, or restrictions of the 4.80% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificates of Determination of Preferences of the 4.80% Series
is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 4.80% Series is hereby approved and adopted as
restated in its entirety as follows:
793,031 shares of this corporation's unissued redeemable
First Preferred Stock shall constitute a series designated "4.80%
Redeemable First Preferred Stock"; the dividend rate of such
shares shall be 4.80% per year; such shares shall have no
conversion rights; and the redemption price for such shares shall
be
$28.75 per share if redeemed on or before January 31, 1955;
$28.25 per share if redeemed thereafter and on or before
January 31, 1960;
$27.75 per share if redeemed thereafter and on or before
January 31, 1965; and
$27.25 per share if redeemed thereafter.
EXHIBIT 4
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.50% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation provide
for a class of stock known as First Preferred Stock, issuable from time
to time in one or more series, of which a series of such class of stock
was issued as the 4.50% Redeemable First Preferred Stock, $25 par value
(herein called the "4.50% Series"); and
WHEREAS, this corporation has elected to redeem, purchase, or
otherwise acquire 516,284 shares of the 4.50% Series from time to time;
and
WHEREAS, pursuant to California Corporations Code Section 401(c),
this corporation filed a Certificate of Decrease in Number of Shares of
Certain Series of First Preferred Stock on March 23, 1994, which amended
the Articles of Incorporation to decrease the number of shares
constituting the 4.50% Series from 1,127,426 to 611,142 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 516,284 shares constituting the decrease in the 4.50%
Series resumed the status of authorized and unissued shares of First
Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate
the two existing Certificates of Determination of Preferences of the
4.50% Series to (i) reflect the reduction in the authorized number of
shares of the 4.50% Series, (ii) consolidate such existing Certificates
of Determination of Preferences into a single Certificate of
Determination of Preferences of the 4.50% Series, and (iii) eliminate
the portions of the officers' certificates and verifications which do
not set forth any of the rights, preferences, privileges, or
restrictions of the 4.50% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificates of Determination of Preferences of the 4.50% Series is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 4.50% Series is hereby approved and adopted as
restated in its entirety as follows:
611,142 shares of this corporation's unissued redeemable
first preferred stock shall constitute a series designated "4.50%
Redeemable First Preferred Stock"; the dividend rate of such
shares shall be 4.50% per year; such shares shall have no
conversion rights; and the redemption price of such shares shall
be
$27.25 per share if redeemed on or before July 31, 1959;
$26.75 per share if redeemed thereafter and on or before July
31, 1964;
$26.25 per share if redeemed thereafter and on or before July
31, 1969; and
$26.00 per share if redeemed thereafter.
EXHIBIT 5
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.36% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation provide
for a class of stock known as First Preferred Stock, issuable from time
to time in one or more series, of which a series of such class of stock
was issued as the 4.36% Redeemable First Preferred Stock, $25 par value
(herein called the "4.36% Series"); and
WHEREAS, this corporation has elected to redeem, purchase or
otherwise acquire 581,709 shares of the 4.36% Series from time to time;
and
WHEREAS, pursuant to California Corporations Code Section 401(c),
this corporation filed a Certificate of Decrease in Number of Shares of
Certain Series of First Preferred Stock on March 23, 1994, which amended
the Articles of Incorporation to decrease the number of shares
constituting the 4.36% Series from 1,000,000 to 418,291 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 581,709 shares constituting the decrease in the 4.36%
Series resumed the status of authorized and unissued shares of First
Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate
the Certificate of Determination of Preferences of the 4.36% Series to
(i) reflect the reduction in the authorized number of shares of the
4.36% Series and (ii) eliminate the portions of the officers'
certificate and verification which do not set forth any of the rights,
preferences, privileges, or restrictions of the 4.36% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificate of Determination of Preferences of the 4.36% Series is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 4.36% Series is hereby approved and adopted as
restated in its entirety as follows:
418,291 shares of this corporation's unissued Redeemable
First Preferred Stock shall constitute a series designated "4.36%
Redeemable First Preferred Stock"; the dividend rate of such
shares shall be 4.36% per year; such shares shall have no
conversion rights; and the redemption price of such shares shall
be
$26.75 per share if redeemed on or before October 31, 1960;
$26.50 per share if redeemed thereafter and on or before
October 31, 1965;
$26.25 per share if redeemed thereafter and on or before
October 31, 1970;
$26.00 per share if redeemed thereafter and on or before
October 31, 1975; and
$25.75 per share if redeemed thereafter
EXHIBIT 6
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6.57% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide
for a class of stock known as First Preferred Stock, issuable from time
to time in one or more series, of which a series of such class of stock
was issued as the 6.57% Redeemable First Preferred Stock, $25 par value
(herein called the "6.57% Series"); and
WHEREAS, it is in the best interest of this corporation to restate
the Certificate of Determination of Preferences of the 6.57% Series to
eliminate the portions of the officers' certificate and verification
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 6.57% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificate of Determination of Preferences of the 6.57% Series is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 6.57% Series is hereby approved and adopted as
restated in its entirety as follows:
3,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series
designated "6.57% Redeemable First Preferred Stock" (hereinafter
referred to as the "6.57% Series").
The terms of the 6.57% Series are hereby fixed as
follows:
(a) The holders of shares of the 6.57% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 6.57 percent of par value
thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of
issuance thereof.
(b) No dividend shall be declared or paid on any shares of
the 6.57% Series or on any shares of any other series or
class of preferred stock unless a ratable dividend on the
6.57% Series and such other series or class of preferred
stock, in proportion to the full preferential amounts to
which each series or class is entitled, is declared and is
paid or set apart for payment. As used herein, the term
"preferred stock" shall mean all series of the first
preferred stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of stock
ranking equally with the preferred stock as to preference in
dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to the amounts of
dividends or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed or otherwise acquired by the corporation,
and no moneys shall be paid to or set aside or made available
for a sinking fund for the purchase or redemption of junior
shares or shares of preferred stock, unless full cumulative
dividends upon all series and classes of preferred stock then
outstanding to the end of the dividend period next preceding
the date fixed for such redemption (and for the current
dividend period if the date fixed for such redemption is a
dividend payment date) shall have been declared and shall
have been paid or set aside for payment. As used herein, the
term "junior shares" shall mean common shares or any other
shares ranking junior to the preferred stock either as to
dividends or upon liquidation, dissolution, or winding up.
(d) The shares of the 6.57% Series shall not be subject to
redemption by this corporation prior to July 31, 2002. On or
after July 31, 2002, the redemption price shall be $25.00 per
share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date of
redemption.
(e) Shares of the 6.57% Series shall also be subject to
redemption through the operation of a sinking fund (herein
called the "Sinking Fund") at the redemption price (the
"Sinking Fund Redemption Price") of $25.00 per share plus an
amount equal to the accumulated and unpaid dividends thereon
to and including the redemption date, whether or not earned
or declared. For the purposes of the Sinking Fund, out of
any funds of the corporation legally available therefor
remaining after full cumulative dividends upon all series and
classes of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set apart for
payment, the corporation shall redeem 150,000 shares of the
6.57% Series annually on each July 31, from 2002 through
2006, inclusive, and 2,250,000 shares on July 31, 2007, at
the Sinking Fund Redemption Price. The Sinking Fund shall be
cumulative so that if on any such July 31 the funds of the
corporation legally available therefor shall be insufficient
to permit the required redemption in full, or if for any
other reason such redemption shall not have been made in
full, the remaining shares of the 6.57% Series so required to
be redeemed shall be redeemed before any cash dividend shall
be paid or declared, or any distribution made, on any junior
shares or before any junior shares or any shares of preferred
stock shall be purchased, redeemed or otherwise acquired by
the corporation, or any monies shall be paid to or set aside
or made available for a sinking fund for the purchase or
redemption or any junior shares or any shares of preferred
stock; provided, however, that, notwithstanding the existence
of any such deficiency, the corporation may make any required
sinking fund redemption on any other series or class of
preferred stock if the number of shares of such other series
or class of preferred stock being so redeemed bears (as
nearly as practicable) the same ratio to the aggregate number
of shares of such other series or class then due to be
redeemed as the number of shares of the 6.57% Series being
redeemed bears to the aggregate number of shares of the 6.57%
Series then due to be redeemed.
(f) Shares of the 6.57% Series redeemed otherwise than as
required by section (e) or purchased or otherwise acquired by
the corporation may, at the option of the corporation, be
applied as a credit against any Sinking Fund redemption
required by section (e). Moneys available for the Sinking
Fund shall be applied on each such July 31 to the redemption
of shares of the 6.57% Series.
(g) Any shares of the 6.57% Series which have been
redeemed, purchased, or otherwise acquired by the corporation
shall become authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not be reissued as
shares of the 6.57% Series.
(h) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6.57% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(i) Dividends shall be computed on a basis of a 360-day
year of twelve 30-day months.
(j) If the date for payment of any dividend or the date
fixed for redemption of any share of the 6.57% Series shall
not be on a business day, then payment of the dividend or
applicable redemption price need not be made on such date,
but may be made on the next succeeding business day with the
same force and effect as if made on the date for payment of
such dividend or date fixed for redemption.
EXHIBIT 7
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.04% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide
for a class of stock known as First Preferred Stock, issuable from time
to time in one or more series, of which a series of such class of stock
was issued as the 7.04% Redeemable First Preferred Stock, $25 par value
(herein called the "7.04% Series"); and
WHEREAS, it is in the best interest of this corporation to restate
the Certificate of Determination of Preferences of the 7.04% Series to
eliminate the portions of the officers' certificate and verification
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 7.04% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificate of Determination of Preferences of the 7.04% Series is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 7.04% Series is hereby approved and adopted as
restated in its entirety as follows:
3,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series
designated "7.04% Redeemable First Preferred Stock" (hereinafter
referred to as the "7.04% Series").
The terms of the 7.04% Series are hereby fixed as
follows:
(a) The holders of shares of the 7.04% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 7.04 percent of par value
thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of
issuance thereof.
(b) No dividend shall be declared or paid on any shares of
the 7.04% Series or on any shares of any other series or
class of preferred stock unless a ratable dividend on the
7.04% Series and such other series or class of preferred
stock, in proportion to the full preferential amounts to
which each series or class is entitled, is declared and is
paid or set apart for payment. As used herein, the term
"preferred stock" shall mean all series of the first
preferred stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of stock
ranking equally with the preferred stock as to preference in
dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to amounts of
dividends or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed, or otherwise acquired by the
corporation, and no moneys shall be paid to or set aside or
made available for a sinking fund for the purchase or
redemption of junior shares or shares of preferred stock,
unless full cumulative dividends upon all series and classes
of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares" shall mean
common shares or any other shares ranking junior to the
preferred stock either as to dividends or upon liquidation,
dissolution, or winding up.
(d) The shares of the 7.04% Series shall not be subject to
redemption by this corporation prior to January 31, 2003. On
and after January 31, 2003, the redemption price shall be as
follows:
If redeemed during the 12 months' period beginning
January 31,
2003 $25.88 2008 $25.44
2004 $25.79 2009 $25.35
2005 $25.70 2010 $25.26
2006 $25.62 2011 $25.18
2007 $25.53 2012 $25.09
and at $25.00 per share on and after January 31, 2013,
together in each case with an amount equal to all accumulated
and unpaid dividends thereon to and including the date of
redemption. For the purpose of redeeming any shares of the
7.04% Series, payment of the redemption price shall be out of
any funds of the corporation legally available therefor
remaining after: (i) full cumulative dividends upon all
series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for
such redemption (and for the current dividend period if the
date fixed for such redemption is a dividend payment date)
shall have been declared and shall have been paid or set
apart for payment, and (ii) all money shall have been paid to
or set aside or made available for any sinking fund for the
purchase or redemption of all series of and classes of
preferred stock as may be required by the terms of such
preferred stock.
(e) Any shares of the 7.04% Series which have been
redeemed, purchased, or otherwise acquired by the corporation
shall become authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not be reissued as
shares of the 7.04% Series.
(f) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 7.04% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(g) Dividends shall be computed on a basis of a 360-day
year of twelve 30-day months.
(h) If the date for payment of any dividend or the date
fixed for redemption of any share of the 7.04% Series shall
not be a business day, then payment of the dividend or
applicable redemption price need not be made on such date,
but may be made on the next succeeding business day with the
same force and effect as if made on the date for payment of
such dividend or date fixed for redemption.
EXHIBIT 8
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6-7/8% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide
for a class of stock known as First Preferred Stock, issuable from time
to time in one or more series, of which a series of such class of stock
was issued as the 6-7/8% Redeemable First Preferred Stock, $25 par value
(herein called the "6-7/8% Series"); and
WHEREAS, it is in the best interest of this corporation to restate
the Certificate of Determination of Preferences of the 6-7/8% Series to
eliminate the portions of the officers' certificate and verification
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 6-7/8% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificate of Determination of Preferences of the 6-7/8% Series is
hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of
Preferences of the 6-7/8% Series is hereby approved and adopted as
restated in its entirety as follows:
5,000,000 shares of this corporation's unissued Redeemable
First Preferred Stock, $25 par value, shall constitute a series
designated "6-7/8% Redeemable First Preferred Stock" (hereinafter
referred to as the "6-7/8% Series").
The terms of the 6-7/8% Series are hereby fixed as
follows:
(a) The holders of shares of the 6-7/8% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 6-7/8 percent of par
value thereof per annum, and no more. Such dividends shall
be cumulative with respect to each share from the date of
issuance thereof.
(b) No dividend shall be declared or paid on any shares of
the 6-7/8% Series or on any shares of any other series or
class of preferred stock unless a ratable dividend on the 6-
7/8% Series and such other series or class of preferred
stock, in proportion to the full preferential amounts to
which each series or class is entitled, is declared and is
paid or set apart for payment. As used herein, the term
"preferred stock" shall mean all series of the first
preferred stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of stock
ranking equally with the preferred stock as to preference in
dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to amounts of
dividends or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed, or otherwise acquired by the
corporation, and no moneys shall be paid to or set aside or
made available for a sinking fund for the purchase or
redemption of junior shares or shares of preferred stock,
unless full cumulative dividends upon all series and classes
of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares" shall mean
common shares or any other shares ranking junior to the
preferred stock either as to dividends or upon liquidation,
dissolution, or winding up.
(d) The shares of the 6-7/8% Series shall not be subject to
redemption by this corporation prior to July 31, 1998. On
and after July 31, 1998, the redemption price shall be $25.00
per share, together with an amount equal to all accumulated
and unpaid dividends thereon to and including the date of
redemption. For the purpose of redeeming any shares of the
6-7/8% Series, payment of the redemption price shall be out
of any funds of the corporation legally available therefor
remaining after: (i) full cumulative dividends upon all
series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for
such redemption (and for the current dividend period if the
date fixed for such redemption is a dividend payment date)
shall have been declared and shall have been paid or set
apart for payment, and (ii) all money shall have been paid to
or set aside or made available for any sinking fund for the
purchase or redemption of all series of and classes of
preferred stock as may be required by the terms of such
preferred stock.
(e) Any shares of the 6-7/8% Series which have been
redeemed, purchased, or otherwise acquired by the corporation
shall become authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not be reissued as
shares of the 6-7/8% Series.
(f) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6-7/8% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(g) Dividends shall be computed on a basis of a 360-day
year of twelve 30-day months.
(h) If the date for payment of any dividend or the date
fixed for redemption of any share of the 6-7/8% Series shall
not be a business day, then payment of the dividend or
applicable redemption price need not be made on such date,
but may be made on the next succeeding business day with the
same force and effect as if made on the date for payment of
such dividend or date fixed for redemption.
EXHIBIT 9
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6.30% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide
for a class of stock known as First Preferred Stock, issuable from time
to time in one or more series, of which a series of such class of stock
was issued as the 6.30% Redeemable First Preferred Stock, $25 par value
(herein called the "6.30% Series"); and
WHEREAS, it is in the best interest of this corporation to restate
the Certificate of Determination of Preferences of the 6.30% Series to
eliminate the portions of the officers' certificate and verification
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 6.30% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of
the Certificate of Determination of Preferences of the 6.30% Series is
hereby approved; and
BE IT FURTHER RESOLVED, that the Certificate of Determination of
Preferences of the 6.30% Series is hereby approved and adopted as
restated in its entirety as follows:
2,500,000 shares of this corporation's unissued Redeemable
First Preferred Stock, $25 par value, shall constitute a series
designated "6.30% Redeemable First Preferred Stock" (hereinafter
referred to as the "6.30% Series").
The terms of the 6.30% Series are hereby fixed as follows:
(a) The holders of shares of the 6.30% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 6.30 percent of par value
thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of
issuance thereof
(b) No dividend shall be declared or paid on any
shares of the 6.30% Series or on any shares of any other
series or class of preferred stock unless a ratable dividend
on the 6.30% Series and such other series or class of
preferred stock, in proportion to the full preferential
amounts to which each series or class is entitled, is
declared and is paid or set apart for payment. As used
herein, the term "preferred stock" shall mean all series of
the first preferred stock, $25 par value per share, and first
preferred stock, $100 par value per share, and any other
class of stock ranking equally with the preferred stock as to
preference in dividends and liquidation rights,
notwithstanding that shares of such series and classes may
differ as to amounts of dividends or liquidation payments to
which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed, or otherwise acquired by the
corporation, and no moneys shall be paid to or set aside or
made available for a sinking fund for the purchase or
redemption of junior shares or shares of preferred stock,
unless full cumulative dividends upon all series and classes
of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares" shall mean
common shares or any other shares ranking junior to the
preferred stock either as to dividends or upon liquidation,
dissolution, or winding up.
(d) The shares of the 6.30% Series shall not be subject to
redemption by this corporation prior to January 31, 2004. On
and after January 31, 2004, the redemption price shall be
$25.00 per share, together with an amount equal to all
accumulated and unpaid dividends thereon to and including the
date of redemption. For the purpose of redeeming any shares
of the 6.30% Series, payment of the redemption price shall be
out of any funds of the corporation legally available
therefor remaining after: (i) full cumulative dividends upon
all series and classes of preferred stock then outstanding to
the end of the dividend period next preceding the date fixed
for such redemption (and for the current dividend period if
the date fixed for such redemption is a dividend payment
date) shall have been declared and shall have been paid or
set apart for payment, and (ii) all money shall have been
paid to or set aside or made available for any sinking fund
for the purchase or redemption of all series of and classes
of preferred stock as may be required by the terms of such
preferred stock.
(e) Shares of the 6.30% Series shall also be subject to
redemption through the operation of a sinking fund (herein
called the "Sinking Fund") at the redemption price (the
"Sinking Fund Redemption Price") of $25.00 per share plus an
amount equal to the accumulated and unpaid dividends thereon
to and including the redemption date, whether or not earned
or declared. For the purposes of the Sinking Fund, out of
any funds of the corporation legally available therefor
remaining after full cumulative dividends upon all series and
classes of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set apart for
payment, the corporation shall redeem 125,000 shares of the
6.30% Series annually on each January 31, from 2004 through
2008, inclusive, and 1,875,000 shares on January 31, 2009, at
the Sinking Fund Redemption Price. The Sinking Fund shall be
cumulative so that if on any such January 31 the funds of the
corporation legally available therefor shall be insufficient
to permit the required redemption in full, or if for any
other reason such redemption shall not have been made in
full, the remaining shares of the 6.30% Series so required to
be redeemed shall be redeemed before any cash dividend shall
be paid or declared, or any distribution made, on any junior
shares or before any junior shares or any shares of preferred
stock shall be purchased, redeemed or otherwise acquired by
the corporation, or any moneys shall be paid to or set aside
or made available for a sinking fund for the purchase or
redemption of any junior shares or any shares of preferred
stock; provided, however, that, notwithstanding the existence
of any such deficiency, the corporation may make any required
sinking fund redemption on any other series or class of
preferred stock if the number of shares of such other series or
class of preferred stock being so redeemed bears (as nearly
as practicable) the same ratio to the aggregate number of
shares of such other series or class then due to be redeemed
as the number of shares of the 6.30% Series being redeemed
bears to the aggregate number of shares of the 6.30% Series
then due to be redeemed.
(f) Shares of the 6.30% Series redeemed otherwise than as
required by section (e) or purchased or otherwise acquired by
the corporation may, at the option of the corporation, be
applied as a credit against any Sinking Fund redemption
required by section (e). Moneys available for the Sinking
Fund shall be applied on each such January 31 to the
redemption of shares of the 6.30% Series.
(g) Any shares of the 6.30% Series which have been
redeemed, purchased, or otherwise acquired by the corporation
shall become authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not be reissued as
shares of the 6.30% Series.
(h) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6.30% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(i) Dividends shall be computed on a basis of a 360-day
year of twelve 30-day months.
(j) If the date for payment of any dividend or the date
fixed for redemption of any share of the 6.30% Series shall
not be a business day, then payment of the dividend or
applicable redemption price need not be made on such date,
but may be made on the next succeeding business day with the
same force and effect as if made on the date for payment of
such dividend or date fixed for redemption.