South Carolina Electric & Gas Company
Name of Corporation
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TYPE OR PRINT CLEARLY IN BLACK INK
Pursuant to Section 33-10-106 of the 1976 South Carolina Code of Laws, 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. Date of Incorporation July 19, 1924
3. Agent's Name and Address H. Thomas Arthur, 1426 Main Street,
Columbia, SC 29201
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4. On February 19, 2004, the corporation adopted the following
Amendment(s) of its Articles of Incorporation: (Type or attach the
complete text of each Amendment)
See the attached Exhibit A.
5. 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: (if not applicable, insert
"not applicable" or "NA").
Not applicable
6. Complete either "a" or "b", whichever is applicable.
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
Group Shares to be Cast the Meeting For or Against
----- ------ ---------- ----------- ------------------
*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of
Laws, as amended, the corporation can alternatively state the total
number of undisputed shares cast for the amendment by each voting group
together with a statement that the number cast for the amendment by
each voting group was sufficient for approval by that voting group.
b. The Amendment(s) was duly adopted by the incorporators or
board of directors without shareholder approval pursuant to
Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code of Laws, as amended, and shareholder action was
not required.
7. Unless a delayed date is specified, the effective date of these
Articles of Amendment shall be the date of acceptance for filing by the
Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code
of Laws, as amended)
Date: February 26, 2004 South Carolina Electric & Gas Company
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Name of Corporation
/s/ Lynn M. Williams
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Signature
Lynn M. Williams, Secretary
Type or Print Name and Office
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. If the space in this form is insufficient, please attach additional sheets
containing a reference to the appropriate paragraph in this form.
3. Filing fees and taxes payable to the Secretary of State at time of filing
application.
Filing Fee $ 10.00
Filing tax 100.00
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Total $110.00
Return to: Secretary of State
P.O. Box 11350
Columbia, SC 29211
EXHIBIT A TO ARTICLES OF AMENDMENT
OF
SOUTH CAROLINA ELECTRIC & GAS COMPANY
4. On February 19, 2004, the corporation adopted the following
Amendment(s) of its Articles of Incorporation: (Type or attach the
complete text of each Amendment)
(a) The amount of the stated capital of the corporation, after
giving effect to the cancellation of all shares of the
corporation's preferred stock that have been acquired by the
corporation through the date of these articles of amendment
and that, pursuant to the corporation's articles of
incorporation, may not be reissued, is $297,112,861.50.
(b) The reduction of the number of shares which the corporation
has authority to issue is 1,793,200, itemized by class and
series as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 6% 3,200
Serial Preferred Stock ($50 par value) (1 vote) ----- 640,000
Serial Preferred Stock ($100 par value) (1 vote) ----- 750,000
Serial Preferred Stock ($50 par value) (1/2 vote) ----- 400,000
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1,793,200
(c) The number of shares which the corporation has authority to
issue, after giving effect to the cancellation of all shares
of the corporation's preferred stock that have been acquired
by the corporation through the date of these articles of
amendment and that, pursuant to the corporation's articles of
incorporation, may not be reissued, is 53,615,604, itemized by
class and series as follows:
Class Series No. of Shares
Cumulative Preferred Stock ($50 par value) 5% 125,209
" " " " 4.50% 6,797
" " " " 4.60% (Series A) 10,237
" " " " 5.125% 64,000
" " " " 4.60% (Series B) 50,637
" " " " 6% 58,724
" " " ($100 par value) 6.52% 1,000,000
Serial Preferred Stock ($25 par value) (1/4 vote) ----- 2,000,000
Serial Preferred Stock ($50 par value) (1/2 vote) ----- 300,000
Common Stock ($4.50 par value) ----- 50,000,000
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53,615,604