EXHIBIT 3(e)2
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MISSISSIPPI POWER COMPANY
The following provisions of the Articles of Incorporation ("Charter") are
hereby deleted in their entirety:
1. The Debt Limitation Provision
Subparagraph (F)(b) of Paragraph FOURTH under "General Provisions" of the
"Preferred Stock" section of the Charter which provides as follows is hereby
deleted in its entirety:
"So long as any shares of the preferred stock are outstanding, the
corporation shall not, without the affirmative vote in favor thereof of
the holders of at least a majority of the shares of preferred stock at
the time outstanding,
(b)(i) issue or assume any secured notes, debentures or other
securities representing unsecured debt (other than for the purpose of
refunding or renewing outstanding unsecured securities issued or
assumed by the corporation resulting in equal or longer maturities or
redeeming or otherwise retiring all outstanding shares of the preferred
stock or of any kind of stock over which the preferred stock does not
have preference as to the payment of dividends and as to assets) if
immediately after such issue or assumption (1) the total outstanding
principal amount of all unsecured notes, debentures or other securities
representing unsecured debt of the corporation will thereby exceed 20%
of the aggregate of all existing secured debt of the corporation and
the capital stock, premiums thereon and surplus of the corporation as
stated on its books; or (2) the total outstanding principal amount of
all unsecured notes, debentures or other securities representing
unsecured debt of the corporation of maturities of less than ten years
would exceed 10% of such aggregate;
(ii) for the purpose of sub-paragraph (i) above, the payment due
upon the maturity of unsecured debt having an original single maturity
in excess of 10 years or the payment due upon the final maturity of any
unsecured serial debt which had original maturities in excess of ten
years shall not be regarded as unsecured debt of a maturity of less
than 10 years until such payment shall be required to be made within 3
years."
2. The Merger Provision
Subparagraph (F)(a) of Paragraph FOURTH under "General Provisions" of the
"Preferred Stock" section of the Charter which provides as follows is hereby
deleted in its entirety:
"So long as any shares of the preferred stock are outstanding, the
corporation shall not, without the affirmative vote in favor thereof of
the holders of at least a majority of the shares of preferred stock at
the time outstanding,
(a) sell, lease or exchange all or substantially all of its property or
merge or consolidate with or into any other corporation or corporations,
unless such sale, lease, exchange, merger or consolidation, or the
issuance and assumption of all securities to be issued or assumed in
connection therewith, shall have been ordered, approved or permitted by
the Securities and Exchange Commission, or by any successor commission
thereto, under the Public Utility
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Holding Company Act of 1935; provided, however, that nothing in this
paragraph contained shall authorize any such sale, lease, exchange,
merger or consolidation by the vote of the holders of a less number of
shares of the preferred stock, or of any other class of stock, or of all
classes of stock, than is required for any such sale, lease, exchange,
merger or consolidation by the laws of the State of Mississippi at the
time applicable thereto."
3. The Common Stock Dividend Provision
The relevant provision of Subparagraph (B) of Paragraph FOURTH under
"General Provisions" of the "Preferred Stock" section of the Charter
which provides as follows is hereby deleted in its entirety:
"So long as any shares of the preferred stock are outstanding, the
payment of dividends on the common stock (other than dividends payable
in common stock) and the making of any distribution of assets to
holders of common stock by purchase of shares or otherwise (each of
such actions being herein embraced within the term "payment of common
stock dividends") shall be subject to the following limitations:
(a) If and so long as the ratio of the aggregate of the par
value of, or stated capital represented by, the outstanding shares
of common stock (including premiums on the common stock but
excluding premiums on the preferred stock) and of the surplus of
the corporation to the total capitalization and surplus of the
corporation at the end of a period of twelve consecutive calendar
months within the fourteen calendar months immediately preceding
the calendar month in which the proposed payment of common stock
dividends is to be made (which period is hereinafter referred to as
the "base period"), adjusted to reflect the proposed payment of
common stock dividends (which ratio is hereinafter referred to as
the "capitalization ratio"), is less than 20%, the payment of
common stock dividends, including the proposed payment, during the
twelve calendar months period ending with and including the
calendar month in which the proposed payment is to be made shall
not exceed 50% of the net income of the corporation available for
the payment of dividends on the common stock during the base
period;
(b) If and so long as the capitalization ratio is 20% or more
but less than 25%, the payment of common stock dividends, including
the proposed payment, during the twelve calendar months period
ending with and including the calendar month in which the proposed
payment is to be made shall not exceed 75% of the net income of the
corporation available for the payment of dividends on the common
stock during the base period;
(c) Except to the extent permitted under paragraph (a) and (b)
above, the corporation shall not make any payment of common stock
dividends which would reduce the capitalization ratio to less than
25%.
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