STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as
amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
1. The name of the corporation is SOUTH CAROLINA ELECTRIC & GAS
COMPANY.
2. On , the corporation adopted the following
Amendment(s) of its Articles of Incorporation:
NOT APPLICABLE
3. The manner, if not set forth in the amendment, in which any
exchange, reclassification, or cancellation of issued shares
provided for in the Amendment shall be effected, is as follows:
(a) The number of redeemable shares of the corporation
reacquired by redemption or purchase is 57,517,
itemized as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 4.50% 1,519
Cumulative Preferred Stock ($50 par value) 4.60% 747
Cumulative Preferred Stock ($50 par value) 4.60% (Series A) 2,000
Cumulative Preferred Stock ($50 par value) 4.60% (Series B) 3,400
Cumulative Preferred Stock ($50 par value) 5.125% 1,000
Cumulative Preferred Stock ($100 par value) 7.70% 2,965
Cumulative Preferred Stock ($100 par value) 8.12% 4,233
Cumulative Preferred Stock ($50 par value) 9.40% 6,468
Cumulative Preferred Stock ($50 par value) 8.72% 31,985
Cumulative Preferred Stock ($50 par value) 6.00% 3,200
(b) The aggregate number of issued shares of the
corporation after giving effect to such cancellation is
41,325,126, itemized as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
" " " " 4.60% 87
" " " " 4.50% 16,000
" " " " 4.60% (Series A) 24,052
" " " " 5.125% 71,000
" " " " 4.60% (Series B) 71,400
" " " " 6% 80,000
" " " " 9.40% 176,751
" " " ($100 par value) 8.12% 118,812
" " " " 7.70% 84,000
" " " " 8.40% 197,668
" " " ($50 par value) 8.72% 64,000
Common Stock ($4.50 par value)------ 40,296,147
41,325,126
(c) The amount of the stated capital of the corporation
after giving effect to such cancellation is $252,805,611.50.
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(d) The number of shares which the corporation has authority
to issue after giving effect to such cancellation is
55,477,748, itemized as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
" " " " 4.60% 87
" " " " 4.50% 16,000
" " " " 4.60% (Series A) 24,052
" " " " 5.125% 71,000
" " " " 4.60% (Series B) 71,400
" " " " 6% 80,000
" " " " 9.40% 176,751
" " " ($100 par value) 8.12% 118,812
" " " " 7.70% 84,000
" " " " 8.40% 197,668
" " " ($50 par value) 8.72% 64,000
Serial Preferred Stock ($50 par value) (1 vote) ---- 463,249
Serial Preferred Stock ($100 par value) (1 vote) ---- 1,349,520
Serial Preferred Stock ($25 par value) (1/4 vote) ---- 2,000,000
Serial Preferred Stock ($50 par value) (1/2 vote) ---- 636,000
Common Stock ($4.50 par value) ---- 50,000,000
55,477,748
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4. (a) |__| Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
Number of Number of Number of Votes Number of Undisputed
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
__
(b) |XX| The Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant to Sections
33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code,
as amended, and shareholder action was not required.
5. Unless a delayed date is specified, the effective date of
these Articles of Amendment shall be the date of the acceptance
for filing by the Secretary of State (See Section 33-1-230(b)):
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Date: February 21, 1997 By:__________________________________________
Secretary
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