<PAGE>
 
No. 375

     AN ACT to incorporate the Atlanta Gas Light Company. APPROVED February 
16th, 1856.

     1.  Section I. Be it enacted, etc., That Julius W. Hayden, William N. 
Kirkpatrick, Adolph J. Brady, Wm. C. Lawshe, Cicero H. Strong, William Helme, 
and their associates, subscribers to the capital stock of the association 
intended to be hereby incorporated, and their successors be and they are hereby
made and declared to be a body corporate and politic in deed and in law, by the 
name and style of the Atlanta Gas Light Company, and as such shall have power to
adopt, make and use a common seal, and the same at their pleasure to alter and 
renew, to make and execute such by-laws, rules and regulations, not repugnant to
the laws of the land, as they may deem necessary or convenient for the 
government of the corporation, to have perpetual succession of members and 
officers, conformably to such by-laws, rules and regulations to sue and to be 
sued, to plead and be impleaded in any Court of Law and Equity, to purchase, 
receive and hold lands, tenements, goods and chattels, and the same to sell, 
convey and assign, and generally to have, exercise and enjoy all such rights and
privileges, and subject to all such liabilities as are incident to bodies 
politic and corporate. 

     2. Section II. And be it further enacted, That the said corporation shall
have full power and authority to make, manufacture and sell gas, to be made of
coal, resin, or other materials, for lighting the streets, public and private
buildings, and other places in the city of Atlanta, and shall be, and is hereby
authorized and empowered to lay down in any and all of the streets, lanes,
avenues, alleys, squares and public grounds of said city, gas pipes and other
apparatus for conduction gas through the same, and to erect therein such gas
posts, burners and reflectors, as may be necessary or convenient, Provided, That
the public thoroughfares shall at no time be unnecessarily interrrupted or
impeded by the laying down or erection thereof, and that the said streets,
lanes, avenues, alleys, squares and public grounds shall not be thereby injured,
but shall be left in good state and condition as they were before the laying
down of said pipes, conductors or other apparatus and the erection of said
posts.




3
<PAGE>
 
     3. Section II. And be it further enacted, That the capital of said
corporation shall be divided into shares of twenty-five dollars each and be
transferable only on the transfer book of the company, and until such transfer
is regularly made thereon, shall be held bound and liable for all debts due and
owing to the corporation by the holder thereof, and by order of the Directors on
conformity to such by-laws as the Stockholders may adopt in relation thereto,
may be sold at public auction for the purpose of paying any debt or debts due by
the individual Stockholders to the Company, they accounting to such Stockholders
for any surplus of the proceeds of such sale remaining after the payment of such
debt or debts.

     4. Section IV. And be it further enacted, That the affairs of said 
corporation shall be managed by a Board of five Directors to be elected annually
on such day as may be fixed by the by-laws of the Company, of whom, one shall be
elected to preside over the Board to be known as, and to discharge the duties
of, President of said corporation; and that at all elections of Directors, and
in all meetings of the Stockholders, each Stockholders shall be entitled to one
vote for each share of stock standing in his or her name; and said stock may be
represented by the Attorney or proxy of the Stockholder.

     5. Section V. And be it further enacted, That if at any time an election of
Directors should not take place on the day appointed by the by-laws, the 
corporation shall not be dissolved for that cause, but the Directors previously 
elected shall continue to exercise as theretofore the functions of their 
office, as such, until others be elected in conformity to the by-laws.

     6. Section VI. And be it further enacted, That if any person or persons 
shall wilfully do, or cause to be done, any act or acts whereby to injure any 
pipe, conductor, cock, meter, machine or other thing whatever appertaining to 
the gas works of said company whereby the same may be stopped, obstructed or 
injured, the person or persons so offending shall be considered guilty of, and 
may be indicted for, a misdemeanor, and being thereof duly convicted, shall be 
punished by fine not exceeding two hundred dollars or imprisonment in the common
jail not exceeding sixty days, or by both fine and imprisonment, not exceeding 
the said sum and time, and such criminal prosecution shall in no wise impair the
right of action for damages, which the said Company is hereby authorized to 
institute in any Court having cognizance and jurisdiction of the same. 



2
<PAGE>
 
                 AMENDING ACT INCORPORATING ATLANTA GAS LIGHT

                                    COMPANY

                                    No. 373

        An Act to amend an Act entitled "An Act to incorporate the Atlanta Gas
Light Company," approved February 16th 1856, by vesting in said company
authority to furnish electric lights as well as gas, and by vesting in said
company authority to issue bonds, and to secure the same by mortgage upon any or
all of its property, real and personal, rights, franchises and privileges, and
for other purposes.

        SECTION I.  Be it enacted by the General Assembly of the State of 
Georgia, That, in addition to the powers, rights and authority heretofore 
granted to the Atlanta Gas Light Company, the said corporation is hereby granted
full power and authority to make, sell and furnish gas and electricity for any 
and all uses to which the same may be put advantageously, and is hereby 
authorized and empowered to lay pipes and conduits, and to erect poles and to 
run wires, either below or above the surface of the street, as may be 
desirable in each case, for the purpose of furnishing either electricity or gas,
or both, and to maintain and repair its pipes, conduits, poles, wires and 
appurtenances.

        SECTION II. Be it further enacted, That said corporation is hereby
expressly authorized and empowered to issue bonds, and to secure the same by
mortgage upon any or all of its property, real and personal, rights, privileges
and franchises, whenever and as often, and to such amount as it may deem
necessary to enable it to properly and advantageously exercise the franchise
granted it, and to perform the public service for which it is created. Such
bonds and mortgage shall be executed and acknowleged by such officers of the
company as may be designated for the purpose by the Board of Directors, but the
issue of said bonds and the execution of such mortgage or mortgages shall, in
every case, be first authorized and directed at a meeting of the stockholders
duly called for the purpose.

        SECTION III.  Be it further enacted by authority aforesaid, That all 
laws and parts of laws in conflict herewith be, and the same are hereby 
repealed.

        Approved October 14, 1889.





1
<PAGE>
 
        Thereupon the following resolution was duly offered and second and 
a stock vote being had thereon received the affirmative vote of 40,585 shares of
Common stock and 24,000 shares of Preferred stock being the entire outstanding 
issue of stock, both Common and Preferred, of the Company, and was declared 
unanimously adopted, to-w:

        RESOLVED by the stockholders of the Atlanta Gas Light Company meeting 
duly assembled that this Company do apply for, secure and accept an amendment to
its charter by proper application to the Superior Court of Fulton County, 
Georgia, authorizing and empowering the Company to lease and mortgage its 
properties, real and personal, including its franchises, and to execute 
conveyances appropriate to such purposes; and further amending its charter so 
that in addition to the powers, rights and authorities heretofore granted to it 
said corporation shall have full power and authority to make, sell and furnish 
gas and electricity for any and all uses to which the same may be put 
advantageously, and that it have power to lay pipes and conduits and run wires 
either below or above the surface of the streets, roads or highways, as may be 
desirable in each case and for the purpose of furnishing either gas or 
electricity, or both, and to maintain and repair its pipes, conduits, poles, 
wires and appurtenances.
        BE IT FURTHER RESOLVED that its charter as granted by Act of the General
Assembly of Georgia, approved February 15th, 1856, and amended by Act approved 
October 14th, 1889, shall in all other respects remain of force and unchanged.

                     -------------------------------------

        I.R.C. Congdon, Secretary of the Atlanta Gas Light Company, do hereby 
certify that the foregoing and attached resolution with reference to the 
amendment of the charter of the Atlanta Gas Light Company was duly and 
unanimously adopted by the affirmative vote of all of the outstanding stock of 
the Company at a special meeting of the stockholders of this Company duly and 
legally called and held at the office of the Company,in Atlanta, Georgia, on 
November 14th, 1900.
        Witness my hand and the goal of said Company this November 15th 1919.


(Corp Seal)                             R.C.Congdon     Secretary


<PAGE>
 
State of Georgia,

County of Fulton.  TO THE SUPERIOR COURT OF SAID COUNTY:

        The petition of the Atlanta Gas Light Company respectfully shows:

        1.  That it is a corporation duly incorporated under the laws of Georgia
by an Act of the General Assembly approved February 16th, 1856, as shown by the
public Acts of 1855-6, page 420, et seq., to which reference is here made, and
as amended by an Act of the General Assembly of Georgia, approved October 14th,
1889, as shown by the Public Acts of said State of 1888-9, page 1398, et.seq.,
to which reference is here made.

        2.  That it has fully paid up, duly issued and outstanding forty 
thousand and five hundred and eighty five (40,585) shares of the par value of 
twenty five ($25.00) dollars each of common capital stock, aggregating one
million and fourteen thousand and six hundred and twenty five ($1,014,625)
dollars, and it has likewise duly issued an outstanding twenty four thousand
(24,000) shares of the par value of twenty five ($25.00) dollars each of
preferred capital stock, aggregating six hundred thousand ($500,000.00) dollars,
and it also has duly issued and outstanding one million and one hundred and
fifty thousand ($1,150,000.00) dollars principal first mortgage bonds secured by
mortgage executed on the 1st day of June 1897, and said bonds maturing fifty
(50) years from said date.

        3.  That petitioner desires that its charter be amended and files 
herewith a certified abstract from the minutes of its stockholders' meeting, 
duly held on the 14th day of November, 1919, showing that this application for 
an amendment has been authorized by proper corporate action.

        4. That it desires that its said charter be amended so that in addition
to the powers, rights and authority heretofore granted to in said corporation
have full power and authority to make, sell and furnish as and electricity for
any and all uses to which the same may be put advantageously, and that it have
power to lay pipes and conduits and to erect poles and run wires, either below
or above the surface of the streets, roads or highways, as may be desirable in
<PAGE>
 
each case, and for the purpose of furnishing either gas or electricity, or both,
and to maintain and repair its pipes, conduits, poles, wires and appurtenances;
     That said corporation in addition shall have full power and authority to 
issue bonds, or other evidences of indebtedness, and to secure the same by 
mortgage upon any or all of its property, real and personal, rights, privileges 
and franchises, and to such amount as it may be necessary whenever duly 
authorized by the stockholder of petitioner;
     That it further have express power and authority to either lease or
mortgage its property, real and personal, and its franchise and to execute
conveyances appropriate to such purposes when so authorized by three-fourths
vote of the entire voting stock of petitioner, or whenever any such action may
be ratified by such vote.
     5. That except as herein prayed for said charter shall not be otherwise 
affected, altered, amended or changed in any respect. 
     6. Petitioner prays that this application be filed, recorded and published 
as provided by law, and that this Court do pass an order granting the same and 
amending its charter as herein petitioner for and petitioner will ever pray.

                                       Smith, Hammond & Smith
                                       ----------------------
                                       King & Spalding
                                       ----------------------
                                     Attorneys for Petitioner.

Filed in office this the 17 day of Nov. 1919.
         
          Arnold Broyles Clerk
<PAGE>
 
Ex Parte                                  IN FULTON SUPERIOR COURT.
Atlanta Gas Light Company                 APPLICATION FOR AMENDMENT OF CHARTER

        The application for amendment of charter of Atlanta Gas Light Company in
this proceeding has been filed and published as required by law and the 
petitioner has in all respects complied with the requirement of the law, and the
said application is legitimately within the purview and intent of the Statues in
such cases made and provided.

        It is thereupon considered, ordered and adjudged by the Court that said 
application for amendment be, and the same is hereby, in all respects granted as
prayed for, and the charter of petitioner is hereby amended in accordance with 
the said application.

        Let this proceeding be recorded as provided by law and petitioner will 
pay the cost thereof.

        In Open Court, This 17 day of December, 1919.

                        J.T. Pendleton
                        --------------
                        Judge Superior Court,
                        Atlanta Circuit.
 

<PAGE>
 
Georgia, Fulton County.

        TO THE SUPERIOR COURT OF SAID COUNTY. 

        The petition of the Atlanta Gas Light Company shows as follows:

        (1)  It is a corporation duly incorporated under the laws of Georgia by 
an Act of the General Assembly of Georgia, approved February 16th, 1856, as 
appears from the Acts of Georgia Legislatur 1855-6, page 420, et seq., to which 
reference is here made; that it said charter was amended by any act of the 
General Assembly of Georgia, approved October 14th, 1889, as shown in the Acts 
of Georgia Legislature 1888-9, page 1398 et seq., to which reference is here 
made; that its said charter was further amended by judgment of the Superior 
Court of Fulton County Georgia on the 17th day of December 1919, as appears from
the records of said Court, to which reference is here made.
        (2)  Petitioner desires that its said charter be further amended so as 
to withdraw from petitioner the power now enjoyed under its charter to make and 
sell and furnish electricity for any and all uses to which the same may be put 
advantageously, and the power to lay pipes and conduits, to erect poles and run 
wires either above or below the surface of the streets, roads and highways as 
may be desirable in each case for the purpose of furnishing electricity, and the
power to maintain and repair its pipes, conduits, poles, wires and appurtenances
for the purpose of furnishing electricity, the purpose and purport and object to
said amendment being to lessen and modify the corporate powers of said Atlanta 
Gas Light Company to the extent named and to deny to said Company any charter 
power now possessed of manufacturing or furnishing or dealing in electricity.
        (3)  Petitioner shows that the authority and directions to apply for and
obtain and accept said amendment to said charter was granted by proper corporate
action of petitioner through the unanimous vote of all of its outstanding 
capital stock on the 19th day of March 1929, as appears from a certified 
abstract from the min-

<PAGE>
 
utes of petitioner which is hereto attached as Exhibit "A".
        (4)  That except as herein prayed for said charter shall not be 
otherwise affected, altered, amended or changed in any respect by this 
proceeding or by any order or decree of judgment passed in pursuance thereof.

                                        Colquitt & Conyers
                                        ------------------------
                                  Attorneys for Atlanta Gas Light Company

Filed in office this
20 day of Mar. 1929.
T.C. Miller, Clerk

                              ORDER AND JUDGMENT.
                              -------------------
        The foregoing application for amendment of the charter of the Atlanta 
Gas Light Company having been shown to the Court to have been filed and 
published as required by law, and it further appears that petitioner has in 
all respects complied with the requirements of law, and it further appearing 
that said amendment has been authorized by unanimous vote of all the 
stockholders of petitioner and that said amendment is legitimately within the 
purview of the laws of Georgia in such cases made and provided,
        IT IS THEREFORE considered, ordered, adjudged and decreed, that said 
application for amendment be and the same is hereby granted in all respects as 
prayed for, and the charter of petitioner is hereby amended in accordance with 
said application.
        This 20 day of April, 1929.

                                        Virlyn B. Moore
                                        ---------------
                                        Judge S.C.A.C.
<PAGE>
 
     At a meeting of the stockholders of the Atlanta Gas Light Company held on 
March 13, 1929, pursuant to a regular and legal call for said meeting, and there
being present and voting the entire outstanding issue of stock both common and 
preferred of said Company, there was adopted by unanimous vote of said entire 
outstanding issue of stock the following resolution to wit:

     "RESOLVED that the Atlanta Gas Light Company through its attorneys or other
officers be and they are authorized and directed to apply to the Superior Court 
of Fulton County, Georgia, for an amendment to the charter of said Company 
withdrawing from said Company the power now enjoyed under its charter to make 
and sell and furnish electricity for any and all uses to which the same may be 
put advantageously, and the power to lay pipes and conduits, to erect poles and 
run wires either above or below the surface of the streets, roads and highways 
as may be desirable in each case for the purpose of furnishing electricity, and 
the power to maintain and repair its pipes, conduits, poles, wires and 
appurtenances for the purpose of furnishing electricity, the purpose and purport
and object of said amendment being to lessen and modify the corporate powers of 
said Atlanta Gas Light Company to the extent named and to deny to said Company 
any charter power now possessed of manufacturing or furnishing or dealing in 
electricity.

     Be it further resolved by said unanimous vote as aforesaid that said 
amendment to said charter when secured be accepted and adopted by said Atlanta 
Gas Light Company."

     I, W. H. Wright, Secretary of the Atlanta Gas Light Company, does hereby 
certify that the foregoing is a correct and true extract from the minutes of the
Atlanta Gas Light Company, properly setting forth the corporate action of said 
Company as the same was had on the date above named, and as the same appears of 
record in said minute:

     Witness my hand on the seal of said corporation this March 19th, 1929.


                                   M. H. Wright
                                   ------------
                                   Secretary.

(Corp. Seal)

                                  Exhibit "A"
<PAGE>
 
GEORGIA       )
                                           IN THE SUPERIOR COURT OF SAID COUNTY.
FULTON COUNTY.)

     This the petition of ATLANTA GAS LIGHT COMPANY respectfully represents unto
this Court as follows:

                                      1.

     Petitioner is a corporation duly incorporated by an Act of the General 
Assembly of Georgia approved February 16, 1856, as shown by the Georgia Laws of 
1855-6, page 420, et seq., to which reference is made; and as amended by an Act 
of the General Assembly of Georgia approved October 14, 1889, as shown by the 
Georgia Laws of 1888-9, page 1398, et seq., to which reference is made; and as 
amended by order of this Court entered on the 17th day of December, 1919, to 
which reference is made; and as amended by order of this Court entered on the 
20th day of April, 1929, to which reference is also made.

                                      2.

     Petitioner desires that its charter be amended in the manner set out in a 
resolution adopted at a special meeting of its stockholders held on the 14th day
of September, 1929.  A certified copy of said resolution is hereto attached 
marked Exhibit "A" and made a part hereof.  Except as herein prayed for, 
petitioner desires that its charter shall not be otherwise affected, altered, 
amended or changed in any respect.

     Petitioner prays that this application be filed, recorded and published as 
provided by law, and that this Court do pass an order granting the same and 
amending its charter in accordance with this petition.

                                       Alston, Alston, Foster & Moise
                                       ------------------------------
                                       Attys for Atlanta Gas Light Company.

Filed Sept. 18, 1929.

                                           T. C. Miller   C. S. C.
                                           ------------

<PAGE>
 
RESOLVED, that the charter of the Atlanta Gas Light Company be amended by adding
          to Section One (1) of the Act of the Legislature of the State of
          Georgia, approved February 16, 1856, granting to the Atlanta Gas Light
          Company a charter, the following words:

"Atlanta Gas Light Company is to have the right and power to exercise all of the
powers conferred upon it by its original charter and by any amendment thereto 
heretofore or hereafter granted, in any municipality of the State of Georgia, 
and in and throughout the State of Georgia, and in addition shall have the right
and power to manufacture gas, to lay pipe lines for the furnishing and 
distribution of gas, within any part of the State of Georgia; to connect its 
lines, now laid or to be laid, with pipe lines or other lines which have been 
laid or may hereafter be laid by it or any other person, partnership or 
corporation within the State of Georgia, whether such lines originate within or 
without the State of Georgia, for furnishing gas, and likewise to extend any 
system of pipe lines and mains or laterals or feed pipes now owned by it or 
which may hereafter be owned by it, and to furnish through the said pipe lines 
and through any pipes, mains, or laterals now owned by it or hereafter to be 
acquired by it, gas for heating, lighting and/or power purposes, and for any 
other purposes to which the same may be applied; to connect its mains, lines 
and/or pipes with those of any other person or corporation now or hereafter to 
be laid, and to furnish gas received therefrom through the same for any and all 
purposes for which the same may be then used".

BE IT FURTHER RESOLVED, that the President or any Vice President of this Company
be, and he is hereby authorized and directed to cause such petition or petitions
as may be necessary or desirable to accomplish this amendment to be filed, and 
such orders as may be necessary or desirable to be taken thereon, and to do such
other acts and things as may be deemed necessary or desirable to be done in 
order to put this amendment into effect.

I, W. M. McFarland, the duly elected, qualified and acting Secretary of Atlanta
Gas Light Company,

     HEREBY CERTIFY that the foregoing is a true and correct copy of a 
resolution duly adopted at a Special Meeting of the Stockholders of Atlanta Gas 
Light Company, duly held and convene on the 14th day of September, 1929, at
which meeting a quorum was present and voting and that said resolution has not
been annulled, revoked or amended in any way whatsoever, but is in full force
and effect.

     WITNESS the signature of said officer of Atlanta Gas Light Company and its 
corporate seal hereto affixed this 16th day of September, 1929.


                                       W. M. McFarland
                                       ----------------
                                             Secretary.


(Corp Seal)
<PAGE>
 
               IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA.

IN THE MATTER OF
                                             ORDER AMENDING CHARTER.
PETITION OF ATLANTA GAS LIGHT

COMPANY, AMENDMENT TO CHARTER.


        The petition of Atlanta Gas Light Company for amendment to its charter 
coming on for hearing and it being made to appear that the petition has been 
published once a week for four successive weeks in the manner required by law 
and the object of said petition being within the purview of the law,

        IT IS CONSIDERED, ORDERED AND ADJUDGED that the prayers of said petition
be and the same are hereby granted and the charter of the Atlanta Gas Light 
Company is amended in the manner and respect set out in said petition.

        Let this judgement be filed and recorded in the manner provided by law.

        In open court this 22 day of October, 1929.

                                       G. H. Howard
                                       ------------
                            Judge, Superior Court, Atlanta Circuit.


Filed in this office

18 day of Sept. 1929.

                                                   T. C. Miller    C. S. C.
                                                   ------------
<PAGE>
 
                                    #14582

State of Georgia

County of Fulton.

TO THE SUPERIOR COURT OF SAID COUNTY:

        This the petition of Atlanta Gas Light Company respectfully shows:

        1. It is a corporation duly incorporated under the laws of Georgia by an
Act of the General Assembly approved February 16, 1856, as shown by the Public 
Acts 1855-56, pages 420, et seq. and as amended by an Act approved October 14, 
1889 as shown by the Public Acts 1888-9, pages 1393, et seq., and as further 
amended by orders of this Court entered December 17, 1919, April 20, 1929 and 
October 22, 1929; all of which said laws and orders are hereby referred to.

        2. Petitioner desires to amend its charter so as to provide that it 
shall have authority to issue preferred stock of the par value of one hundred 
($100) dollars per share, which said preferred stock may be issued in one or 
more classes. Each class of said preferred stock shall have such preferences, 
voting powers, restrictions and qualifications as may be provided in the 
resolution or resolutions authorizing the issuance of the same, and adopted by 
the votes of the holders of the majority of the capital stock of Atlanta Gas 
Light Company then outstanding and entitled to vote.

        No share of preferred stock shall be issued in violation of the terms of
any other preferred stock issued by petitioner and then outstanding.

        Any shares of capital stock of petitioner, common or preferred may be 
paid for in money or in properties at the reasonable market value thereof.

        Each share of common stock now outstanding or which may be issued shall 
be on equality one with the other in the amount of its par value and as well as 
to preferences, voting power, restrictions or qualifications.

        3. The powers and privileges herein provided for shall be in addition to
the powers and privileges conferred
<PAGE>
 
                                     more
upon petitioner by its/original charter and the aforementioned amendments 
thereto.

        4. Petitioner attaches hereto marked "Exhibit A" a certified copy of 
resolutions unanimously adopted by the holders of all the shares of its capital 
stock now outstanding and entitled to vote.

        WHEREFORE, petitioner prays that this petition be filed and published in
the manner required by law and that thereafter the same be granted and
petitioner's charter be amended in accordance herewith.

                                        Respectfully submitted,

                                        Alston, Alston, Foster & Moise
                                     ------------------------------------
                                        Attorneys for Petitioner.

August 17, 1935.

Filed in office this the 17 day of Aug. 1935

J. W. Simmons C.S.C.
-----------------------

<PAGE>
 
                                  "Exhibit A"
                                  -----------

        "Resolved: That the charter of Atlanta Gas Light Company as heretofore 
amended be further amended so as to provide that Atlanta Gas Light Company shall
have authority to issue preferred stock of the par value of one hundred ($100) 
dollars per share, which said preferred stock may be issued in one or more 
classes. Each class of said preferred stock shall have such preferences, voting 
powers, restrictions and qualifications as may be provided in the resolution or 
resolutions authorizing the issuance of the same, and adopted by the votes of 
the holders of the majority of the capital stock of Atlanta Gas Light Company 
then outstanding and entitled to vote. No share of preferred stock shall be 
issued in violation of the terms of any other preferred stock issued by Atlanta 
Gas Light Company and then outstanding. Any shares of capital stock of Atlanta 
Gas Light Company, common or preferred, may be paid for in money or in 
properties at the reasonable market value thereof. Each share of common stock 
now outstanding or which may be issued shall be on equality one with the other 
in the amount of its par value and as well as to preferences, voting power, 
restrictions or qualifications. The powers and privileges to be granted to 
Atlanta Gas Light Company through this amendment shall be in addition to the 
powers and privileges conferred upon it by its original charter and the 
amendments heretofore granted thereto.

        BE IT FURTHER RESOLVED: That the President or any Vice President of 
Atlanta Gas Light Company be, and is hereby, authorized and directed to cause a 
petition to be filed in the Superior Court of Fulton County, Georgia, praying 
that the charter of Atlanta Gas Light Company be amended as herein set out and 
that such orders as may be necessary or desirable be taken thereon and that any 
of 
<PAGE>
 
said officers are hereby authorized to do all things necessary or desirable to 
be done in order to put this amendment into effect."

        I, E. J. Stern, Secretary of the special stockholders' meeting of 
Atlanta Gas Light Company held in Atlanta, Georgia, August 17, 1935 do hereby 
certify that the foregoing is a true and correct copy of the resolutions duly 
adopted at said Special meeting of the stockholders of Atlanta Gas Light 
Company, and that the meeting was duly held and convened on the 17th day of 
August, 1935 and that all the shares of stock of said Company outstanding and 
entitled to vote were present either in person or by proxy and voted unanimously
for said resolutions; and that said resolutions have been annulled, revoked or
amended in any way whatsoever, but are in full force and effect.

        Witness my official signature this 17th day of August, 1935.

                                       E. J. Stern   Sec.
                                       ------------------
<PAGE>
 
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA.

In the matter of

PETITION OF ATLANTA GAS LIGHT COMPANY FOR AMENDMENT TO CHARTER.

                            ORDER AMENDING CHARTER
                            ----------------------

        The petition of Atlanta Gas Light Company for amendment to its charter
coming on for hearing; and it being made to appear to the Court that the
petition has been duly filed in the office of the Clerk of this Court and that
it has been published once a week for four successive weeks in the manner
required by law; and the object of said petition being within the purview of the
law;

        It is CONSIDERED, ORDERED AND ADJUDGED: That the prayers of said
petition be, and the same are hereby, granted and the charter of the Atlanta Gas
Light Company is amended in the manner and respect set out in said petition.

        Let this judgment be filed and recorded in the manner provided by law.

        In Open Court this 13th day of September, 1935.

                                       John D. Humphries
                                       -----------------
                                          Judge Superior Court,
                                          Atlanta Circuit.











       
<PAGE>
 
================================================================================



                            PETITION FOR MERGER OF

                   ATLANTA GAS LIGHT COMPANY, GEORGIA PUBLIC
                    UTILITIES COMPANY and MACON GAS COMPANY


                                  Pursuant to
                           Joint Agreement of Merger



                              Dated March 7, 1941

                                      and

            Order of the Superior Court of Fulton County, Georgia,
                     Granting the Merger of Said Companies


================================================================================

                           FILED IN OFFICE, THIS THE
                             18 day of March 1941
                               /s/ Harry Magbee
                           -------------------------
                                        Deputy Clerk


<PAGE>
 
                                      1

To the Honorable Superior Court of Fulton County, Georgia:

        This petition of Atlanta Gas Light Company, Macon Gas Company and 
Georgia Public Utilities Company shows respectfully unto the Honorable the 
Superior Court of Fulton County, Georgia, as follows:

                                      1.

        Atlanta Gas Light Company is a corporation organized and existing under 
the laws of the State of Georgia with its principal office in Fulton County, 
Georgia.  Its charter was granted by an Act of the General Assembly of the State
of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 et 
seq.).  This charter was amended by an Act of the General Assembly approved 
October 14, 1889 (Georgia Laws 1888-1889, pages 1398 et seq.).  Thereafter the 
charter of Atlanta Gas Light Company was amended by the Superior Court of Fulton
County, Georgia, by its orders dated respectively December 17, 1919, April 20, 
1929, October 22, 1929, and September 13, 1935.

                                      2.

        Macon Gas Company is a corporation organized and existing under the 
laws of the State of Georgia with its principal office in Bibb County, Georgia. 
The charter of Macon Gas Company was granted to it under the name of The Macon 
Gas Light & Water Company by an Act of General Assembly of the State of Georgia 
approved February 21, 1876 (Georgia Laws 1876, pages 245 et seq.).  This charter
was amended by Acts of General Assembly approved October 13, 1885 (Georgia Laws 
1884-85, pages 286 et seq.), an Act approved December 22, 1886 (Georgia Laws 
1886, p. 218), and an Act approved December 23, 1886 (Georgia Laws 1886, p.
219).  This charter was also amended by orders of the Superior Court of Bibb 
County, Georgia, dated March 29, 1889, October 17, 1891, November 25, 1898, 
January 2, 1906, January 8, 1906

<PAGE>
 
                                      2

July 17, 1911, November 13, 1923, and August 9, 1936.  The aforesaid amendment 
granted by order of the Superior Court of Bibb County, Georgia, dated July 17, 
1911, changed the name of the corporation to Macon Gas Company.

                                      3.

        Georgia Public Utilities Company is a corporation organized and existing
under the laws of the State of Georgia with its principal office in Richmond
County, Georgia. Its charter was granted to it under the name of The Gas Light
Company of Augusta by an Act of the General Assembly of the State of Georgia,
approved January 21, 1852 (Georgia Laws 1851-52, pages 204 et seq.). This
charter was amended by orders of the Superior Court of Richmond County, Georgia,
dated May 13, 1881, December 2, 1893, June 5, 1905, and April 24, 1928. The
amendment granted by the order of the Superior Court of Richmond County,
Georgia, dated April 24, 1928 changed the name of the corporation to Georgia
Public Utilities Company.

                                      4.

        On March 7, 1941, Atlanta Gas Light Company, Macon Gas Company and
Georgia Public Utilities Company, petitioners herein, entered into a Joint
Agreement of Merger signed by a majority of the directors of each of said
corporations under the corporate names and seals of the respective corporations,
prescribing the terms and conditions of the merger, the mode of carrying the
same into effect, the name and principal place of business in the State of
Georgia of the resulting corporation, the maximum number of shares of capital
stock authorized to be outstanding at any time and the manner of the issuance
thereof, the number of shares which the resulting corporation will have and the
classes of capital stock, the manner and terms of converting the capital stock
of each of the merging corporations into stock or obligations of
<PAGE>
 

                                      3

the resulting corporation or the payment therefor, together with other
provisions and details not inconsistent with law, deemed by the Directors of the
several corporations to be necessary or proper. A copy of said Joint Agreement
of Merger is hereto attached and made a part of this petition and paragraph.

                                      5.

    Notice of the time, place and object of a meeting of the stockholders of 
each of said three corporations called separately for the purpose of voting upon
said merger was given in accordance with the terms of the charters and by-laws 
of said corporations to, or was waived in writing by, each stockholder of record
of each of said corporations, whether entitled to vote or not.  At said separate
meetings of the stockholders of said three corporations said Joint Agreement of 
Merger was considered and a vote by ballot, in person or by proxy, taken for the
adoption or rejection of said Joint Agreement of Merger.  At each of said 
meetings the holders of all of the stock of the respective corporations entitled
to exercise the voting power on the proposal to merge, voted in favor of the 
adoption of said Agreement.  Hereto attached and made a part of this petition 
and paragraph is a copy of said Joint Agreement of Merger to which are attached 
a certificate of the Secretary of each of said three corporations that at said 
respective separate meetings of the stockholders of said three corporations the 
holders of all of the stock of each of said corporations holding stock entitling
them to exercise the voting power on the question of the adoption or rejection 
of said Joint Agreement of Merger voted in favor of the adoption of said Joint 
Agreement of Merger.  Said certificates are under the seals of the respective 
corporations.

                                      6.

    Under the provisions of said Joint Agreement of Merger Macon Gas Company and
Georgia Public Utilities Company will be merged

<PAGE>
 
                                       4

into Atlanta Gas Light Company.  This petition is presented to the Superior 
Court of Fulton County, Georgia as the Superior Court of the County of the 
principal place of business of the continuing corporation.

                                      7.

    This petition is presented to obtain the grant of an order merging Macon Gas
Company and Georgia Public Utilities Company into Atlanta Gas Light Company in 
accord with the laws of the State of Georgia so that the separate existence of 
Macon Gas Company and Georgia Public Utilities Company shall cease and they 
shall be merged into Atlanta Gas Light Company in accordance with said Joint 
Agreement of Merger, possessing all of the rights, privileges, powers, 
franchises and immunities as well of a public as of a private nature, except 
exemption from taxation and except exemption from special assessments for street
paving or other special assessments, and so that all property, real, personal 
and mixed, and all debts due on whatever account, and all other things in action
of or belonging to each of said corporations shall be vested in Atlanta Gas 
Light Company, and all property, rights, privileges, powers, franchises and 
immunities of said corporations, except exemption from taxation and except 
exemption from special assessments for street paving or other special 
assessments, and all and every other interest of said three corporations shall 
thereafter be as effectually the property of Atlanta Gas Light Company as the 
continuing corporation as they were of the several respective corporations, and 
so that title to any real estate, whether acquired by deed or otherwise, under 
the laws of this State vested in any of said corporations shall not revert or be
in any way impaired by reason thereof; Provided, however, that all rights of 
creditors and all liens on the property of any of said corporations shall be 
preserved unimpaired, limited in lien to the property affected by such liens at 
the time of the merger, and all debts, liabilities and duties of said respective
corporations shall thenceforth attach to Atlanta Gas Light Company and may
<PAGE>
 
                                       5

be enforced against it to the same extent as if said debts, liabilities and 
duties had been incurred by it.

    WHEREFORE, petitioners pray that this Honorable Court grant an order merging
Atlanta Gas Light Company, Macon Gas Company and Georgia Public Utilities 
Company with the result that the existence of Atlanta Gas Light Company will 
continue and that Macon Gas Company and Georgia Public Utilities Company shall 
be merged into Atlanta Gas Light Company and that Atlanta Gas Light Company 
shall be vested with all the rights, privileges, powers, franchises and 
immunities as well of a public as of a private nature, except exemption from 
taxation and except exemption from special assessments for street paving or 
other special assessments, and with the results set forth in this petition and 
in accordance with the Joint Agreement of Merger, a copy of which is attached to
the petition and made a part hereof, and that your petitioners have such other 
and further relief as in the premises may seem proper.



                                   ALSTON, FOSTER, MOISE & SIBLEY
                                   ------------------------------
                                      Attorneys for Petitioners
<PAGE>
 
    JOINT AGREEMENT OF MERGER made and entered into by and between the Directors
of Atlanta Gas Light Company, a Georgia corporation, Georgia Public Utilities 
Company, a Georgia corporation and Macon Gas Company, a Georgia corporation, and
under the respective names and seals of said three corporations, under date of 
March 7, 1941.

    WHEREAS the said three corporations, parties hereto, are each organized 
under the laws of the State of Georgia and none of said Corporations is of a 
character for which charters are granted only by the Secretary of State of 
Georgia;

    WHEREAS said Atlanta Gas Light Company has issued and now has outstanding 
13,000 shares of its 6% Cumulative Preferred Stock, of the par value of $100 
each, and 93,745 shares of its common stock, of the par value of $25 each;

    WHEREAS said Georgia Public Utilities Company has issued and now has 
outstanding 1,400 shares of its Preferred Stock, of the par value of $25 each, 
and 18,000 shares of its common stock, of the par value of $25 each;
    
    WHEREAS said Macon Gas Company has issued and now has out-standing 200 
shares of its Preferred Stock, of the par value of $100 each, and 4,755 shares 
of its common stock, of the par value of $100 each;

    WHEREAS the Boards of Directors of said Atlanta Gas Light Company, said 
Georgia Public Utilities Company and said Macon Gas Company desire that said 
three corporations merge into a single continuing corporation under and pursuant
to the provisions of the laws of the State of Georgia for the purpose of 
securing greater efficiency and economy of management and financing, and for the
general welfare of said three corporations;
<PAGE>
 
                                       2

    Now, therefore, in consideration of the premises and of the mutual 
agreements, covenants and provisions herein contained, and for the purpose of 
prescribing the terms and conditions of merger, and the mode of carrying the 
same into effect and of setting forth certain other provisions and matters 
pursuant to the laws of the State of Georgia or not inconsistent therewith, as 
prescribed by law or deemed necessary or proper by the Directors of said 
corporations parties hereto, the Directors of said three corporations under 
their respective corporate names and seals, have agreed and do hereby agree as 
follows:


                                   ARTICLE I

    Said Georgia Public Utilities Company and said Macon Gas Company shall be 
and they each hereby are merged into said Atlanta Gas Light Company, which shall
continue its existence as the constituent corporation into which said Georgia 
Public Utilities Company and said Macon Gas Company are merged and which, as it 
shall exist as such continuing corporation after such merger shall have become 
effective under the laws of the State of Georgia, shall continue to have the 
name of Atlanta Gas Light Company and will be hereinafter sometimes called the 
"Merged Company". Nothing herein contained is intended to or shall be construed
as contemplating or resulting in the creation of a new corporation, it being
expressly understood that said Atlanta Gas Light Company is and shall remain in
existence as the corporation into which said Georgia Public Utilities Company
and said Macon Gas Company are merged.


                                  ARTICLE II

    The principal place of business of the Merged Company in the State of 
Georgia shall be Fulton County in said State.
<PAGE>
 
                                       3

                                  ARTICLE III

        The corporate identity, existence, rights, privileges, powers, 
franchises, good will and immunities and all and singular the property, real and
personal and mixed, all debts due on whatever account, as well as all other 
things in action of or belonging to said Atlanta Gas Light Company, after the 
merger herein provided for shall have become effective under the laws of the  
State of Georgia and without further act or deed, shall continue to be possessed
by or vested in the Merged Company unaffected and unimpaired by this Agreement. 
The separate existence of said Georgia Public Utilities Company and said Macon 
Gas Company shall cease as soon as the merger herein provided for shall have 
become effective under the laws of the State of Georgia, and thereupon said two 
corporations and said Atlanta Gas Light Company shall become a single continuing
corporation, in accordance with the terms of this Agreement, namely, the Merged 
Company. Upon the merger becoming effective under the laws of the State of 
Georgia, the Merged Company shall possess all the rights, privileges, powers, 
franchises, and immunities as well of a public as of a private nature, except 
exemptions from taxation and except exemptions from special assessments for 
street paving or other special assessments of each of said corporations; and all
property real, personal and mixed, and all debts due on whatever account, and 
all other things in action of or belonging to said Georgia Public Utilities 
Company and said Macon Gas Company shall be, by operation of law and without 
further act or deed, vested in the Merged Company; and all property, rights, 
privileges, powers, franchises and immunities, except exemption from taxation 
and except exemption from special assessments for street paving or other special
assessments, and all and every other interest of said Georgia Public Utilities 
Company and said Macon Gas Company shall, by operation of law and without 
further act or deed, be as effectually the property of the Merged Company as 
they presently are of the said Georgia Public Utilities Company and said Macon 
Gas Company; and the title to all real estate, whether acquired by deed or 
otherwise,
<PAGE>
 
                                       4

vested in said Georgia Public Utilities Company and said Macon Gas Company shall
not revert or be impaired in any way by reason thereof, provided that all rights
of creditors and all liens on the property of said Georgia Public Utilities 
Company and said Macon Gas Company shall be preserved unimpaired limited in lien
to the property affected by such liens at the time the merger shall become 
effective as afore said; and all and singular the debts, liabilities and duties 
of said Georgia Public Utilities Company and said Macon Gas Company shall 
thenceforth attach to the Merged Company and may be enforced against it to the 
same extent as if said debts, liabilities and duties had been incurred by it. 
Without, in any way, limiting the generality of the foregoing, the indebtedness 
to attach to the Merged Company as aforesaid shall include

                (1) $709,000 principal amount of First Mortgage Bonds, 4 1/2%
        Series Due 1952, of Macon Gas Company, issued under and secured by
        Indenture of Mortgage of said Macon Gas Company to Central Hanover Bank
        and Trust Company, as Trustee, dated as of June 1, 1937;

                (2) $363,000 principal amount of Five Per Cent. First Mortgage 
        Gold Bonds, due, as extended, February 1, 1941, of The Gas Light Company
        of Augusta (by change of name Georgia Public Utilities Company), issued
        under and secured by Indenture of Mortgage of said The Gas Light Company
        of Augusta to the First National Bank of Chicago, as Trustee, and Emile
        K. Boisot, as Co-Trustee, dated as of April 2, 1906, as supplemented by
        Supplemental Indenture, dated as of October 1, 1937, between said
        Georgia Public Utilities Company and said Trustees;

                (3) $140,000 principal amount of First Mortgage 6% Gold Bonds. 
        Series A, due January 1, 1946, of Griffin Gas, Ice & Cold Storage
        Company (assumed by said Georgia Public Utilities Company), issued under
        and secured by Indenture of Mortgage of said Griffin Gas, Ice & Cold
        Storage Company to First Trust and Savings Bank and Melvin A. Traylor,
        as Trustees, dated as of January 1, 1926, assumed by said Georgia Public
        Utilities Company by Supplemental Indenture dated August 23, 1928;
<PAGE>
 

                                       5

                (4) $75,000 principal amount of First Mortgage Gold Bonds of
        Valdosta Gas Company (assumed by said Georgia Public Utilities Company),
        issued under and secured by First Mortgage of Valdosta Gas Company to
        The Baltimore Trust Company, as Trustee, dated as of June 1, 1925,
        assumed by said Georgia Public Utilities Company by Supplemental
        Indenture dated as of November 29, 1935.

        Upon the merger herein provided for becoming effective under the laws of
the State of Georgia, the Merged Company shall execute, acknowledge and deliver 
such supplemental indentures to the Trustees under the respective indentures of 
mortgage above mentioned, if any, as may be required pursuant to said indentures
to provide for or evidence the assumption by the Merged Company of the 
respective obligations secured by said respective indentures of mortgage; but 
neither anything in this Agreement contained nor the execution and delivery of 
any such supplemental indenture shall be construed to extend or enlarge in any 
way the lien of any of said Indentures.



                                  ARTICLE IV

        The Merged Company, in addition to the powers conferred upon it by the
laws of the State of Georgia, shall have the powers now granted to said Atlanta
Gas Light Company under the Act of the General Assembly of the State of Georgia,
approved February 16, 1856, incorporating said corporation, as shown by the
Public Acts of Georgia of 1855-6, page 420 et seq., to which reference is hereby
made, as the charter and charter powers granted thereby have been amended by an
Act of the General Assembly of the State of Georgia, approved October 14, 1889,
as shown by the Public Acts of said State of 1888-9, page 1398 et seq., to which
reference is hereby made, and by Orders of the Superior Court of Fulton County
of the State of Georgia, dated December 17, 1919, April 20, 1929, October 22,
1929 and September 13, 1935, respectively, each duly recorded on the minutes of
the Superior Court

<PAGE>
 
                                      6
 
of said County and in the Charter Books in the Clerk's office of the Superior 
Court of said County, to which reference is hereby made as though they were part
hereof; and further, to the extent that the same are not a limitation of or
inconsistent with the foregoing powers, the Merged Company shall have the powers
heretofore granted to
 
                (A) said Georgia Public Utilities Company, under the Act of the
        General Assembly of the State of Georgia, approved January 21, 1852,
        incorporating said corporation (then The Gas Light Company of Augusta),
        as shown by the Public Acts of said State of 1851-2, page 204, to which
        reference is hereby made, as the charter and charter powers granted
        thereby have been from time to time amended by Orders of the Superior
        Court of Richmond County, at the April term, 1881, on December 2, 1893,
        at the April term,1905 and on April 24, 1928, respectively, each duly
        recorded on the minutes of the Superior Court of said County, and in the
        Charter Books in the Clerk's office of the Superior Court of said
        County, to which reference is hereby made as though they were a part
        hereof; and

                (B) said Macon Gas Company, under an Act of the General Assembly
        of the State of Georgia approved February 21, 1876, incorporating said
        corporation (then Macon Gas-Light & Water Company), as shown by the
        Public Acts of said State of 1876, page 245 et seq., to which reference
        is hereby made, as the charter and charter powers granted thereby have
        been amended by three subsequent acts of said General Assembly approved
        October 13, 1885, December 22, 1886 and December 23, 1886 respectively,
        as shown by the Public Acts of said State of 1885, page 286, of 1886,
        page 218 and of 1886, page 219, respectively, to which reference is
        hereby made; and by certain Orders of the Superior Court of Bibb County
        of the State of Georgia, dated March 29, 1889, October 17, 1891,
        November 25, 1898, January 2, 1906, January 8, 1906, July 17, 1911,
        November 13, 1923 and August 19, 1936, respectively, each duly recorded
        on the minutes of the Superior Court of said county and in the Charter
        Books of the Clerk's office of the Superior Court in said county, to
        which reference is made as though they were a part hereof.

<PAGE>
 
                                       7

                                   ARTICLE V

     The maximum number of shares of capital stock of the Merged Company 
authorized to be outstanding at any one time is as follows:

        13,000 shares of Preferred Stock of the par value of One hundred Dollars
     ($100) per share.

        250,000 shares of common stock of the par value of Twenty-five Dollars 
     ($25) per share.

     The class of Preferred Stock (6% Cumulative--$100 par value) of the Merged 
Company now outstanding and to be outstanding when the merger herein provided 
for shall become effective under the laws of the State of Georgia, as herein 
provided, shall have the rights, preferences, voting powers, restrictions, 
limitations and qualifications set forth in the resolutions of the stockholders 
of said Atlanta Gas Light Company adopted at the special meeting of said 
stockholders called for such purpose held on September 28, 1935. Each other 
class of said Preferred Stock shall have such preferences, voting powers, 
restrictions, limitations and qualifications as may be hereafter prescribed in 
accordance with the applicable provisions of the charter of said Atlanta Gas 
Light Company, as amended, and applicable statutory provisions and adopted by 
the votes of the holders of the majority of the capital stock of the Merged 
Company then outstanding and entitled to vote: provided, however, that no share 
of such Preferred Stock shall be issued in violation of the terms of any other 
class or shares of Preferred Stock issued by the Merged Company and then 
outstanding.

     Each share of said common stock of the Merged Company outstanding when the 
merger herein provided for shall have become effective under the laws of the 
State of Georgia or which may thereafter be issued shall be on equality one 
with the other in the amount of its par value and as well as to preferences, 
voting power, restrictions or qualifications.
<PAGE>
 
                                       8

    Any shares of capital stock of the Merged Company, whether of said common 
stock or said Preferred Stock, may be paid for in money or in properties at the 
reasonable market value thereof.


                                  ARTICLE VI

    The number of shares of its capital stock with which the Merged Company will
begin business and the classes of such stock shall be (a) Thirteen Thousand 
(13,000) shares of Preferred Stock (6% Cumulative--$100 par value) of the par 
value of $100 per share, less the number of shares of such Preferred Stock, the 
appraisal and payment of which is demanded in the manner provided by law, and 
(b) 240,145 shares of common stock, of the par value of $25 per share.

    Upon the merger herein provided for becoming effective under the laws of the
State of Georgia, the issued and outstanding shares of Preferred and common 
stock of said Atlanta Gas Light Company, said Georgia Public Utilities Company 
and said Macon Gas Company shall thereupon be, or become and be converted into, 
capital stock of the Merged Company in the manner and upon the terms hereinafter
set forth:

         The shares of Preferred Stock (6% Cumulative--$100 par value) of said 
    Atlanta Gas Light Company outstanding on the date when the merger shall
    become effective, namely, 13,000 shares of such stock less the number of
    shares thereof, payment and appraisal of which shall be demanded in the
    manner provided by law, shall continue unchanged as and be a like number of
    shares of the Preferred Stock (6% Cumulative--$100 par value) of the Merged
    Company;

         The 93,745 shares of common stock, of the par value of $25 per share, 
    of said Atlanta Gas Light Company to be outstanding at said date, shall
    continue unchanged as and be a like number of shares of the common stock, of
    the par value of $25 per share, of the Merged Company;
<PAGE>
 
                                       9

         The 1,400 shares of Preferred Stock, of the par value of $25 each, and 
    the 18,000 shares of the common stock, of the par value of $25 each, of said
    Georgia Public Utilities Company, to be outstanding at said date, shall
    thereupon become and be converted into 116,637 shares of the common stock,
    of the par value of $25 per share, of the Merged Company;

         The 200 shares of Preferred Stock, of the par value of $100 each, and 
    the 4,755 shares of the common stock of the par value of $100 each, of said
    Macon Gas Company, to be outstanding at said date, shall thereupon become
    and be converted into 29,763 shares of the common stock, of the par value of
    $25 per share, of the Merged Company.

    Inasmuch as said Atlanta Gas Light Company will continue as the Merged 
Company, the certificates representing the outstanding shares of Preferred Stock
(6% Cumulative--$100 par value), other than any shares of such Preferred Stock, 
payment and appraisal of which shall have been demanded in the manner provided 
by law, and the outstanding shares of common stock, respectively, of said 
Atlanta Gas Light Company, shall continue to represent shares of said Preferred 
Stock and common stock, respectively, of the Merged Company after the merger 
herein provided for shall have become effective as aforesaid and no surrender or
exchange of the same by the holders thereof shall be necessary.

    Upon the merger becoming effective under the laws of the State of Georgia 
and the conversion of the shares of Preferred and common stock of said Georgia 
Public Utilities Company and said Macon Gas Company outstanding at said date 
into shares of common stock of the Merged Company as aforesaid, the certificate 
or certificates representing such shares of Preferred and common stock of said 
Georgia Public Utilities Company and said Macon Gas Company may at any time 
thereafter be surrendered, duly endorsed in blank or accompanied by a stock 
power duly endorsed in blank (if required by the Merged Com-
<PAGE>
 
                                      10

pany), in exchange for a certificate or certificates representing the number of 
shares of common stock, of the par value of $25 per share, of the Merged Company
into which the stock represented by the certificates so surrendered shall have 
been converted as aforesaid.

                                  ARTICLE VII

    Upon this Joint Agreement of Merger being duly presented to and adopted by 
the stockholders of said Atlanta Gas Light Company, said Georgia Public 
Utilities Company and said Macon Gas Company, respectively, all as provided by 
the laws of the State of Georgia in such case made and provided, then, said 
Atlanta Gas Light Company, said Georgia Public Utilities Company and said Macon 
Gas Company shall present a petition to the Superior Court of Fulton County, 
Georgia, or to the Judge of such Superior Court, with a copy of this Joint 
Agreement of Merger and the Certificate of the Secretary or an Assistant 
Secretary of each of said three corporations attached as provided by law, for an
Order on such petition granting the merger of said Georgia Public Utilities 
Company and said Macon Gas Company into said Atlanta Gas Light Company and, upon
the granting of such Order, shall file such petition with such Order thereon in 
the Office of the Clerk of such Superior Court and shall take all other action 
and make all payments necessary in order to make the merger herein provided for 
effective pursuant to and in accordance with the laws of the State of Georgia in
such case made and provided.

    Without limiting in any manner the full force and effect of the provisions 
of Article III of the Joint Agreement of Merger or Georgia Laws, Extra Session 
1937-1938, page 214, the parties hereto agree between themselves, for purposes 
of convenience, that said Georgia Public Utilities Company and said Macon Gas 
Company will each severally execute, acknowledge and deliver all such deeds and 
other
<PAGE>
 
                                      11

instruments as said Atlanta Gas Light Company shall deem necessary or desirable 
in order to evidence the transfer of title to real estate and real property by 
said two corporations to the Merged Company provided for in said Article III and
in said Laws, for the purpose of placing the fact of said transfer or transfers 
on record in any proper place or places within or without of the State of 
Georgia.

        To the end that accounting matters relating to the merger herein 
provided for may be simplified, midnight of the last day of the calendar month 
immediately preceding the calendar month in which the merger herein provided for
shall become effective under the laws of the State of Georgia, shall be the time
as of which between the parties hereto such merger shall be treated as taking 
effect for all practical purposes.

        IN WITNESS WHEREOF the Directors of said Atlanta Gas Light Company, said
Georgia Public Utilities Company and said Macon Gas Company have signed this 
Agreement under the corporate names and seals of said corporations, 
respectively, on the day and year first above written.

                                        Atlanta Gas Light Company

                                          By  H. Carl Wolf
[CORPORATE SEAL OF ATLANTA GAS                C. F. Johansen
 LIGHT COMPANY APPEARS HERE]                  E. T. Anderson
                                              Jas. H. Motz

                                          being a majority of the Directors of 
                                          the above Georgia Corporation.

Attest:

        Jas. H. Motz
                Secretary

<PAGE>
 
                                      12

                                      Georgia Public Utilities Company

                                        By  H. Carl Wolf
                                            C. F. Johansen
[CORPORATE SEAL OF GEORGIA PUBLIC           E. T. Anderson
 UTILITIES COMPANY APPEARS HERE]            Jas. H. Motz

                                        being a majority of the Directors of the
                                        above Georgia Corporation.

Attest:
        Jas. H. Motz
                Secretary

                                      Macon Gas Company

                                        By  H. Carl Wolf
                                            C. F. Johansen
[CORPORATE SEAL OF MACON GAS                E. T. Anderson
  COMPANY APPEARS HERE]                     E. C. Kollock
                                            C. G. Campbell

                                        being a majority of the Directors of the
                                        above Georgia Corporation.

Attest:
        Jas. H. Motz
                Secretary
<PAGE>
 
                           Certificate of Secretary

                                      of

                           ATLANTA GAS LIGHT COMPANY

        The undersigned, J. H. Motz, Secretary of Atlanta Gas Light Company, a 
Georgia corporation, hereby certifies that the Joint Agreement of Merger, dated 
March 7, 1941, to which this certificate is attached, is the Agreement which has
been submitted to the stockholders of record of said corporation at a meeting 
thereof called separately for the purpose of voting upon the proposed merger 
provided for in said Joint Agreement of Merger and held on the 18th day of
March, 1941; that notice of the time, place and object of said meeting was given
in accordance with the terms of the charter and by-laws of said corporation to,
or waived in writing by, each stockholder of record of such corporation, whether
entitled to vote or not; that at said meeting said Joint Agreement of Merger was
considered and a vote by ballot, in person or by proxy, was taken for the
adoption or rejection of the same.

        The undersigned, as such Secretary of said corporation hereby further 
certifies that at said meeting of the stockholders of said Atlanta Gas Light 
Company held on March 18, 1941, all of the votes of stockholders of said 
corporation holding stock entitling them to exercise voting power on the 
proposal to merge Georgia Public Utilities Company, a Georgia corporation, and 
Macon Gas Company, a Georgia corporation, into said Atlanta Gas Light Company, 
were for the adoption of said Joint Agreement of Merger.

        In witness whereof the undersigned, as Secretary of said Atlanta Gas 
Light Company has hereunto set his hand and affixed the seal of said 
corporation, this 18th day of March, 1941.

                                        /s/ Jas. H. Motz
                                        --------------------------------------
[SEAL APPEARS HERE]                     Secretary of Atlanta Gas Light Company

<PAGE>
 
                           Certificate of Secretary

                                      of

                               MACON GAS COMPANY

        The undersigned, J. H. Motz, Secretary of Macon Gas Company, a Georgia 
corporation, hereby certifies that the Joint Agreement of Merger, dated March 7,
1941, to which this certificate is attached, is the Agreement which has been
submitted to the stockholders of record of said corporation at a meeting thereof
called separately for the purpose of voting upon the proposed merger provided
for in said Joint Agreement of Merger and held on the 17th day of March, 1941,
pursuant to a duly executed waiver of notice of the time, place and object of
said meeting as permitted by the terms of the charter and by-laws of said
corporation and signed by each stockholder of record of such corporation,
whether entitled to vote or not; that at said meeting said Joint Agreement of
Merger was considered and a vote by ballot, in person or by proxy, was taken for
the adoption or rejection of the same.

        The undersigned, as such Secretary of said corporation hereby further 
certifies that at said meeting of the stockholders of said Macon Gas Company 
held on March 17, 1941, all of the votes of stockholders of said corporation 
holding stock entitling them to exercise voting power on the proposal to merge 
said Macon Gas Company and Georgia Public Utilities Company, a Georgia 
corporation into Atlanta Gas Light Company, a Georgia corporation, were for the 
adoption of said Joint Agreement of Merger.

        In witness whereof the undersigned, as Secretary of said Macon Gas 
Company has hereunto set his hand and affixed the seal of said corporation, this
17th day of March, 1941.

                                        /s/ Jas. H. Motz
                                        ------------------------------
[SEAL APPEARS HERE]                     Secretary of Macon Gas Company

<PAGE>
 
                           Certificate of Secretary

                                      of

                       GEORGIA PUBLIC UTILITIES COMPANY

        The undersigned, J. H. Motz, Secretary of Georgia Public Utilities 
Company, a Georgia corporation, hereby certifies that the Joint Agreement of 
Merger, dated March 7, 1941, to which this certificate is attached, is the 
Agreement which has been submitted to the stockholders of record of said 
corporation at a meeting thereof called separately for the purpose of voting
upon the proposed merger provided for in said Joint Agreement of Merger and held
on the 17th day of March, 1941, pursuant to a duly executed waiver of notice of
the time, place and object of said meeting as permitted by the terms of the
charter and by-laws of said corporation and signed by each stockholder of record
of such corporation, whether entitled to vote or not; that at said meeting said
Joint Agreement of Merger was considered and a vote by ballot, in person or by
proxy, was taken for the adoption or rejection of the same.

        The undersigned, as such Secretary of said corporation hereby further 
certifies that at said meeting of the stockholders of said Georgia Public 
Utilities Company held on March 17, 1941, all of the votes of stockholders of 
said corporation holding stock entitling them to exercise voting power on the 
proposal to merge said Georgia Public Utilities Company and Macon Gas Company, a
Georgia corporation, into Atlanta Gas Light Company, a Georgia corporation, were
for the adoption of said joint Agreement of Merger.

        In witness whereof the undersigned, as Secretary of said Georgia Public 
Utilities Company has hereunto set his hand and affixed the seal of said 
corporation, this 17th day of March, 1941.

                                        /s/ Jas. H. Motz
                                        ---------------------------------------
[SEAL APPEARS HERE]                     Secretary of Georgia Public Utilities 
                                                        Company
<PAGE>
 
                                     ORDER

        The foregoing petition of Atlanta Gas Light Company, Macon Gas Company
and Georgia Public Utilities Company for the merger of said three corporations
under the laws of the State of Georgia with the result that the existence of
Atlanta Gas Light Company shall continue, was presented to this Court and
examined.

        It appearing to the Court that said petition is in accord with the laws 
of the State of Georgia made and provided in such causes, that the Joint 
Agreement of Merger was entered into by a majority of the directors of each of 
said corporations under the corporate names and seals of the respective 
corporations, that separate meetings of the stockholders of each of said 
corporations for the purpose of voting upon said merger were held, of which 
meetings notice of the time, place and object thereof was given in accordance 
with the terms of the charters and by-laws of said corporations to, or waived in
writing by, each stockholder of record, whether entitled to vote or not, that 
at said meetings said Agreement was considered and that the holders of all of 
the stock of each of said corporations entitling them to exercise the voting 
power on the proposal to merge were in favor of said merger, and that the 
Secretaries of each of said corporations have so certified under the seals of 
the respective corporations, and that all acts and things necessary or proper to
effect the merger of said corporations under said Joint Agreement of Merger have
been done and exist:

        Now, THEREFORE, IT IS CONSIDERED, ORDERED AND ADJUDGED that the merger 
of Atlanta Gas Light Company, Macon Gas Company and Georgia Public Utilities
Company is hereby granted under the terms and conditions of the foregoing
petition and the Joint Agreement of Merger dated March 7, 1941 between said
corporations, a copy of which is attached to the petition, with the result that
the separate existence of Macon Gas Company and Georgia Public Utilities Company
shall cease and they are merged into Atlanta Gas Light Com-

<PAGE>
 
                                       2

pany in accordance with said Joint Agreement of Merger and Atlanta Gas Light 
Company shall possess and have title to all of the rights, privileges, powers, 
franchises and immunities as well of a public as of a private nature, except 
exemption from taxation and except exemption from special assessments for street
paving or other special assessments, and all property, real, personal and mixed,
and all debts due on whatever account, and all other things in action of or 
belonging each to said of said corporations; all property rights, privileges, 
powers, franchises and immunities of said corporations except exemption from 
taxation and except exemption from special assessments for street paving or 
other special assessments, and all and every other interest of each of said 
three corporations shall be and are as effectually the property of Atlanta Gas 
Light Company as they were of the several respective corporations and title to
any real estate, whether acquired by deed or otherwise under the laws of this
State, vested in any of said corporations shall not revert or be in any way
impaired by reason thereof: Provided, however, that all rights of creditors and
of leins on property of any of said corporations shall be preserved unimpaired,
limited in lien to the property affected by such liens at the time of the
merger, and all debts, liabilities and duties of said respective corporations
shall thenceforth attach to Atlanta Gas Company and may enforced against it to
the same extent as if said debts, liabilities and duties had been incurred by
it.

        It IS FURTHER CONSIDERED, ORDERED AND ADJUDGED that the charter of 
Atlanta Gas Light Company, the corporation the existence of which shall continue
and into which Macon Gas Company and Georgia Public Utilities Company are hereby
merged, consists of its charter granted by an Act of General Assembly of the 
State of Georgia approved February 16, 1856 (Georgia Laws 1855-56, pages 420 et 
seq.) the amendment thereto granted by an Act of the General Assembly approved 
October 14, 1889 (Georgia Laws 1888-89, pages 1398, et seq.) and the amendments 
to said charter granted by orders of the Superior
<PAGE>
 
     This petition of ATLANTA GAS LIGHT COMPANY shows respectfully unto the 
Honorable Superior Court of Fulton County, Georgia, as follows:

                                      1.

     Atlanta Gas Light Company is a corporation organized and existing under the
laws of the State of Georgia with its principal office in Fulton County, 
Georgia. Its charter was granted by an Act of the General Assembly of the State 
of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 et 
seq.). This charter was amended by an Act of the General Assembly approved 
October 14, 1889 (Georgia Laws 1888-1889, pages 1398 et seq.). Thereafter the 
charter of Atlanta Gas Light Company was amended by the Superior Court of Fulton
County, Georgia, by its orders dated respectively December l7, 1919, April 20, 
1929, and September 13, 1935. Thereafter, Macon Gas Company and Georgia Public 
Utilities Company were merged into Atlanta Gas Light Company with Atlanta Gas 
Light Company as the continuing corporation by an order of the Superior Court of
Fulton County, Georgia, dated March 18, 1941.
 
                                      2.

     The authorized capital stock of Atlanta Gas Light Company consists of 
250,000 shares of common stock of the par value of $25.00 per share, of which 
240,145 shares are issued and outstanding, and 13,000 shares of preferred stock 
of the par value of $100.00 per share, all of which are issued and outstanding. 
The rights, preferences, voting powers, restrictions, limitations and 
qualifications of said preferred stock are set forth in the resolution of the 
stockholders of Atlanta Gas Light Company adopted at the special meeting of said
stockholders called for such purpose, held on September 28, 1935.

                                      3.

     Atlanta Gas Light Company files this petition to amend its charter so that 
the authorized capital stock of Atlanta Gas Light Company shall consist of the 
shares of stock in the amounts and with the designations, preferences and 
relative participating, voting and other special rights and qualifications, 
limitations or restrictions of such preferences and/or rights stated in the 
resolution of the stockholders of said Atlanta Gas Light Company, a certified 
copy of which is hereto attached, marked Exhibit "A" and made a part of this 
petition and paragraph.

                                      4.

     The aforesaid resolution of the stockholders of Atlanta Gas Light Company,
a copy of which is hereto attached marked Exhibit "A" was adopted at a special
meeting of the stockholders of Atlanta Gas Light Company held on the 13th day of
October, 1943, by a vote of all of the shares of common stock of Atlanta Gas
Light Company outstanding. The holders of all of the common stock of Atlanta Gas
Light Company waived notice in writing of the time, place and purpose of said
special meeting of the stockholders of Atlanta Gas Light Company.

     WHEREFORE, petitioner prays that an order of this Honorable Court be 
granted amending its charter as set forth in this petition and Exhibit "A" 
hereto attached.


                                     [SIGNATURE APPEARS HERE]
                                     ------------------------
                                     Attorneys for Petitioner.
<PAGE>
 
                                  EXHIBIT "A"

     RESOLVED by the stockholders of Atlanta Gas Light Company in meeting duly
and legally called, assembled and held that the charter of Atlanta Gas Light
Company be amended by eliminating all of the provisions of its charter and
amendments thereto relating to its capital stock and inserting in lieu thereof
the following:

         The maximum number of shares of capital stock of Atlanta Gas Light
     Company authorized to be outstanding at any one time is as follows:

         250,000 shares of common stock of the par value of $25.00 per share,

         13,000 shares of preferred stock of the par value of $100.00 per share,
         and

         20,000 shares of 4 1/2% cumulative preferred stock of the par value of 
         $100.00 per share.

     The 13,000 shares of preferred stock of the par value of $100.00 per share 
are presently outstanding with the preferences, voting powers, restrictions, 
limitations and qualifications set forth in the resolultion of the stockholders 
of said Atlanta Gas Light Company adopted at the special meeting of said 
stockkholders called for such purpose, held on September 28, 1935, and shall not
be altered in anywise hereby.

     Upon the redemption of the said 13,000 shares of preferred stock of the par
value of $100.00 per share, said shares shall be eliminated from the authorized 
capital stock of Atlanta Gas Light Company, which shall cancel said shares of 
stock and shall have no right to re-issue the whole or any of said shares of 
stock, and the capital of Atlanta Gas Light Company shall be reduced by an 
amount equal to the aggregate par value of the said 13,000 shares.

     Subject and subordinate in all respects to the preferences, voting powers, 
restrictions, limitations and qualifications of said 13,000 shares of preferred 
stock, as set forth in the resolution of the stockholders of Atlanta Gas Light 
Company adopted at the special meeting of said stockholders called for such 
purpose, held on September 28, 1935, the preferences and relative participating,
voting and other special rights of the 20,000 shares of 4 1/2% cumulative 
preferred stock and of the common stock of Atlanta Gas Light Company 
(hereinafter called the "Preferred Stock" and the "Common Stock", respectively),
and the qualifications, limitations or restrictions of such preferences and/or 
rights shall be as follows:


                        Division A-The Preferred Stock

     1. Dividends.  Out of the assets of the corporation available for 
dividends, the holders of the Preferred Stock shall be entitled to receive, if 
and when declared payable by the Board of Directors, dividends in lawful money 
of the United States of America at the rate of Four 50/100ths Dollars ($4.50) 
per share per annum and no more, payable quarterly on March 1, June 1, 
September 1 and December 1 in each year, before any dividends shall be declared
or paid upon or set apart for the Common Stock, the first quarterly dividend to
be payable December 1, 1943; and such dividends on the Preferred Stock shall be
cumulative from September 1, 1943, so that, if in any past dividend period or
periods full dividends upon the outstanding Preferred Stock at the rate
aforesaid shall not have been paid, the deficiency (without interest) shall be
paid or declared and set apart for payment before any dividends shall be
declared or paid upon or set apart for the Common Stock.

     2. Preference on Liquidation, etc. In the event of any liquidation, 
dissolution, or winding up of the corporation, or reduction or decrease of its  
capital resulting in a distribution of assets to the holders of the Common 
Stock, the holders of the Preferred Stock shall be entitled to receive, for each
share thereof, the sum of One hundred Dollars ($100) per share, plus, in case
such liquidation, dissolutuion, winding up, reduction or decrease shall have
been voluntary, an amount per share equal to the difference between One hundred
Dollars ($100) and the redemption price per share at the time in
<PAGE>
 
effect, together with all dividends accrued or in arrears thereon before any
distribution of assets shall be made to the holders of the Common Stock: but the
holders of the Preferred Stock shall be entitled to no further participation in
such distribution. If upon any such liquidation, dissolution, winding up,
reduction or decrease, the assets distributable among the holders of the
Preferred Stock shall be insufficient to permit the payment of the full
preferential amount aforesaid, then the entire assets of the corporation to be
distributed shall be distributed among the holders of the Preferred Stock then
outstanding, ratably in proportion to the full preferential amounts to which
they are respectively entitled. As used herein the expression "dividends accrued
or in arrears" means in respect of each share of the Preferred Stock, that
amount which shall be equal to simple interest upon the sum of One hundred
Dollars ($100) at an annual rate of four and one-half per centum (4 1/2%) per
annum, and no more, from September 1, 1943 to the date as of which the
computation is to be made, less the aggregate amount of all dividends
theretofore paid thereon or declared and set aside for payment in respect
thereof. Shares of Preferred Stock at any time owned by the corporation shall,
for the purposes of this definition, be deemed to have received in dividends an
amount per share equal to that which, during the time such shares were so owned,
was paid upon or became payable to holders of record of outstanding shares of
Preferred Stock not then so owned by the corporation. Nothing in this Paragraph
2 shall be deemed to prevent the purchase or redemption of Preferred Stock in
any manner permitted by Paragraph 3 of this Division. Neither shall anything in
this Paragraph 2 be deemed to prevent the purchase, acquisition or other
retirement by the corporation of shares of Common Stock if the requirements of
Paragraph 1 of Division B hereof shall be complied with and no such purchase,
acquisition or other retirement in compliance with such requirements nor any
purchase of shares of Preferred Stock permitted by Paragraph 3 of this Division
shall be deemed to be a reduction or decrease of capital resulting in a
distribution of assets to any of its stockholders within the meaning of this
Paragraph 2 whether or not the shares so redeemed or purchased shall be retired.
A consolidation or merger of the corporation or a sale or transfer of
substantially all of its assets as an entirety shall not be regarded as a
liquidation, dissolution or winding up of the corporation or as a reduction or
decrease of its capital resulting in distribution of assets within the meaning
of this Paragraph 2.
 
     3. Redemption and Repurchase.  The corporation may, at its option expressed
by vote of its Board of Directors, at any time or from time to time, redeem the 
whole or any part of the Preferred Stock at the redemption price per share in 
effect at the time as follows: One Hundred Seven 25/100ths Dollars ($107.25) per
share plus any dividends at the time accrued or in arrears if redeemed during 
the period extending to and including August 31, 1948; and One Hundred Five 
25/100ths Dollars ($105.25) per share plus any dividends at the time accrued or 
in arrears, if redeemed at any to me thereafter. Notice of any proposed 
redemption of Preferred Stock shall be given by the corporation by mailing a 
copy of such notice, at least thirty (30) days prior to the date fixed for such 
redemption, to the holders of record of the Preferred Stock to be redeemed, at 
their respective addresses then appearing on the books of the corporation. Any 
such redemption of Preferred Stock shall be in such amount, at such place an by 
such method, whether by lot or pro rata, as shall from time to time be 
determined by vote of the Board of Directors. From and after the date fixed in 
any such notice as the date of redemption, unless default shall be made by the 
corporation in providing funds sufficient for such redemption at the time and 
place specified for the payment thereof pursuant to said notice, all dividends 
on the shares called for redemption shall cease to accrue; and  from and after 
the date so fixed, unless default be made as aforesaid, or from and after the 
date of the earlier deposit by the corporation, in trust, with a solvent bank or
trust company doing business in the City of Atlanta, State of Georgia, or in the
Borough of Manhattan, City and State of New York, of funds sufficient for such  
redemption (a statement of the intention so to deposit having been included in 
said notice), all rights of the holders of the shares so called for redemption 
as stockholders of the corporation, except only the right to receive when due 
the redemption funds to which they are entitled, shall cease and determine, and 
such shares shall be deemed to be no longer outstanding. Any funds so deposited 
which shall remain unclaimed by the holders of such Preferred Stock at the end 
of six (6) years after the redemption date, together with any interest there on 
that

                                       2
<PAGE>
 
shall have been allowed by the bank or trust company with which the deposit
shall have been made, shall be paid by it to the corporation. The corporation
may also from time to time repurchase shares of Preferred Stock at not exceeding
the price at which the same may be redeemed plus the usual and customary
brokerage commissions paid in connection with the purchase thereof. Shares of
Preferred Stock redeemed or repurchased by the corporation and not retired may
from time to time be reissued by it.

     4. Restrictions on Certain Corporate Action. So long as any shares of the 
Preferred Stock shall remain outstanding, each of the following described 
proceedings, matters and things shall require the written consent or the 
affirmative vote of the holders of at least two-thirds of the issued and 
outstanding shares of Preferred Stock, such vote being taken at a meeting called
for the purpose:

        (a) The creation, authorization or issuance of any shares of any class 
     of stock (other than additional shares of Preferred Stock) ranking prior to
     or on a parity with the Preferred Stock as to dividends or assets, or any
     class of security convertible into stock ranking prior to or on a parity
     with the Preferred Stock as to dividends or assets;

        (b) The reclassification of shares of stock of any class ranking junior 
     to the Preferred Stock or having preferences junior in any respect to the 
     preferences of the Preferred Stock into shares of stock of a class ranking
     prior to or on a parity with the Preferred Stock;

        (c) Any change in the provision hereof relative to the rights, 
     designations, privileges or voting powers of any of the Preferred Stock in
     any manner prejudicial to the holders thereof; and

        (d) The reduction of the par value of or the capital allocable to the 
     outstanding Preferred Stock; or the reduction below Five Million Dollars
     ($5,000,000) of the aggregate capital allocable to the Common Stock and any
     other stock of the corporation ranking junior to the Preferred Stock,
     except in a case where a State of Federal regulatory body having
     jurisdiction shall have required the corporation to reduce the book value
     of its assets and, in connection therewith, the capital allocable to stock
     of one or more classes, ranking junior to the Preferred Stock, is to be
     reduced in an amount or amounts not exceeding in the aggregate the amount
     of such reduction in book value of assets.

     So long as any shares of Preferred Stock shall remain outstanding, each of
the following described proceedings, matters and things shall require the
written consent of the holders of a majority of the issued and outstanding
shares of Preferred Stock or the affirmative vote of a majority of the shares of
Preferred Stock present or represented at a meeting called for the purpose at
which a quorum is present:

        (e) The merger or consolidation of the corporation with or into any 
     other corporation, or sale of all or substantially all of the assets of the
     corporation, unless such merger, consolidation or sale, or the issuance or
     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 under the Public Utility Holding Company Act of
     1935, or by any successor commission or other regulatory authority of the
     United States having jurisdiction in the premises;

        (f) The issuance of any unsecured notes, debentures or other securities 
     representing unsecured indebtedness, or assumption of any such unsecured
     securities, other than for the purpose of refunding outstanding unsecured
     securities theretofore issued or assumed or effecting the retirement, by
     redemption or otherwise, of outstanding shares of the Preferred Stock, or
     of a class of stock ranking prior thereto, or on a parity therewith, if
     immediately after such issue or assumption the total principal amount of
     all securities or assumed and then outstanding would exceed ten per cent.
     (10%) of the aggregate of (i) 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 (ii) the total of the
     capital and surplus of the corporation as then to be stated on its books.

                                       3










   
<PAGE>
 
     At any meeting of the holders of the Preferred Stock which shall be called 
for the purposes of clauses (e) or (f) of this Paragraph 4, the presence in 
person or by proxy of the holders of a majority of the issued and outstanding 
shares of Preferred Stock shall be necessary to constitute a quorum; provided, 
however, that if such quorum shall not be obtained at such meeting or at any 
adjournment thereof within thirty (30) days from the date of the meeting as 
originally called, then the presence in person or by proxy of the holders of 
one-third of the issued and outstanding shares of Preferred Stock shall be 
sufficient to constitute a quorum.

     So long as any shares of the Preferred Stock shall remain outstanding, the 
Company shall not without the written consent or the affirmative vote of the 
holders of a majority of the issued and outstanding shares of Preferred Stock 
issue any additional shares of Preferred Stock unless the net earnings of the 
Company (after provision for depreciation) available for the payment of 
dividends on shares of Preferred Stock, for any twelve consecutive calendar 
months within the fifteen calendar months immediately preceding the month within
which such additional shares are to be issued, have been at least three times 
the dividend requirements for a twelve months period upon all shares of 
Preferred Stock to be outstanding immediately after the proposed issue of such 
additional shares, but excluding from the foregoing computation interest charges
on all indebtedness which is to be retired through the issue of such additional 
shares. Where such additional shares are to be issued in connection with the 
acquisition of any property, the earnings of the property to be acquired may be 
included on a pro forma basis in the foregoing computation.

     The holders of the Preferred Stock shall not have any right under the
provisions hereinabove in this Paragraph 4 set forth to vote in respect of the
creation, issuance or disposition of shares of any class of stock or any
indebtedness of the corporation if, through the application of proceeds thereof
or otherwise in connection with the issuance thereof, provision is to be made
for the redemption of all of the Preferred Stock at the time outstanding.

     5. Voting Rights. The holders of the Preferred Stock shall not be entitled
to vote except as follows:

     (a) As provided in the preceding Paragraph 4; or
     
     (b) As may from time to time be mandatorily provided by the laws of 
Georgia; or

     (c) If, at the time of any annual meeting of stockholders for the election 
of directors, dividends on any of the outstanding Preferred Stock shall be in 
default in an amount equivalent to four or more full quarterly dividends, there 
shall accrue to holders of outstanding shares of Preferred Stock the right, as a
class, to elect the smallest number of directors necessary to constitute a 
majority of the full Board, which right may be exercised at such meeting and 
thereafter until no dividends on any Preferred Stock shall be in default and the
dividends thereon for the then current quarterly dividend period shall have been
declared and funds sufficient for the payment thereof set apart, at which time 
such right shall terminate.

     So long as holders of the Preferred Stock shall have the right to elect a 
majority of the directors under the terms of clause (c) of the first sentence of
this Paragraph 5, such right shall be exercised by holders of the Preferred 
Stock voting as a class, and holders of the Common Stock voting separately as a 
class shall be entitled to elect the remaining directors.

     Whenever, under the provisions of this Paragraph 5, the right of holders of
outstanding Preferred Stock to elect directors shall terminate, the Board of 
Directors shall, within ten (10) days after delivery to the corporation at its 
principal office of a request to such effect signed by and holder of any 
outstanding stock ranking junior to the Preferred Stock as to dividends or 
assets and entitled to vote, call a special meeting of the holders of such 
junior stock entitled to vote to be held within forty (40) days from the 
delivery of such request for the purpose of electing a full Board of Directors 
to serve until the next annual meeting and until their respective successors 
shall be elected and shall qualify. If at any meeting called as aforesaid for 
the purpose of electing a full Board of Directors after termination of the right
of holders of outstanding Preferred Stock to elect directors as in this

                                       4
<PAGE>
 
Paragraph 5 provided, any director shall not be reelected, his term of office 
shall end upon the election and qualification of his successor, notwithstanding 
that the term for which such director was originally elected shall not at the 
time have expired.

     If, during any interval between annual meetings of stockholders for the 
election of directors while the holders of Preferred Stock shall be entitled to 
elect any director pursuant to this Paragraph 5, the number of directors in 
office who have been elected by the holders of the Preferred Stock or Common 
Stock, as the case may be, shall become less than the total number of directors
which the holders of shares of such class are entitled to elect, whether by 
reason of the resignation, death or removal of any director or directors, or an 
increase in the total number of directors, (1) the vacancy or vacancies shall be
filed by a majority vote of the remaining directors if they constitute a quorum,
but in each such case the majority vote must include the votes of a majority of 
directors then in office who were either elected by the votes of shares of such 
class or succeeded to a vacancy originally filled by the votes of shares of such
class and (2) if the remaining directors do not constitute a quorum, they shall 
call a special meeting of the holders of shares of such class upon not less than
five (5) days' notice and the vacancy or vacancies shall be filled at such 
special meeting.

     Any director may be removed from office either by vote of the holders of a 
majority of the shares of the class of stock voted for his election or for his 
predecessor in cases where such director was elected by the Board of Directors 
or by vote of a majority of the entire Board of Directors, but in the latter 
case the majority vote of the entire Board so voting must include the votes of a
majority of the other directors then in office who were either elected by the 
votes of shares of such class or succeeded to a vacancy originally filed by the 
votes of shares of such class. A special meeting of holders of shares of any 
class may be called by a majority vote of the Board of Directors for the purpose
of removing a director in accordance with the provisions of the preceding 
sentence, and shall be called to be held within forty (40) days after there 
shall have been delivered to the corporation at its principal office a request
or requests to such effect signed by the holders of at least five per cent. 
(5%) of the outstanding shares of the class entitled to vote with respect to the
removal of any such director.

     The holders of Preferred Stock shall not be entitled to receive notice of 
any meeting of holders of any class of stock at which they are not entitled to 
vote.

                         Division B--The Common Stock

     1.  Dividends. Out of any assets of the corporation available for 
dividends remaining after full cumulative dividends upon the Preferred Stock 
then outstanding shall have been paid, or declared and a sum sufficient for the 
payment thereof set apart, for all past quarterly dividend periods, and after 
or concurrently with making payment of or provision for full dividends on the 
Preferred Stock then outstanding for the current quarterly dividend period, 
then, and not otherwise, dividends may be paid upon the Common Stock to the 
exclusion of the Preferred Stock; provided, however, that so long as any shares 
of Preferred Stock shall remain outstanding, the corporation shall not declare 
or pay any dividend or make any other distribution on any shares of its capital 
stock of any class ranking junior to the Preferred Stock (other than a dividend 
payable in shares of capital stock of such class) or purchase, acquire or 
otherwise retire for a consideration (except from the proceeds of new financing 
through the issuance and sale of any shares of any class of stock ranking junior
to the Preferred Stock) any shares of its capital stock of any class ranking 
junior to the Preferred Stock if in either case (i) the aggregate amount so 
paid, distributed and/or applied after December 31, 1942, including the amount 
proposed to be paid, distributed and/or applied, plus the aggregate amount of 
all dividends theretofore declared or paid after said date on the Preferred 
Stock and on any shares of capital stock ranking prior to or on a parity with 
the Preferred Stock shall or would exceed the aggregate of the net income of the
corporation accumulated after December 31, 1942 plus the sum of One Million Four
Hundred Thirty Thousand Dollars ($1,430,000) or (ii) the sum of the amount of 
the capital represented by all shares of capital stock of all classes ranking 
junior to the Preferred Stock 

                                       5
 






<PAGE>
 
and of the surplus of the corporation is at the time below, or would as a result
of such dividend or other distribution or such purchase, acquisition or other 
retirement of stock be reduced below, the sum of One Hundred Dollars ($100) for 
each of the issued and outstanding shares of Preferred Stock or the sum of Two 
Million Dollars ($2,000,000), whichever shall be the greater. Net income of the 
corporation for the purpose of this Paragraph 1 shall mean the gross earnings of
the corporation less all proper deductions for operating expenses, taxes 
(including income, excess profits and other taxes based on or measured by 
income), interest charges and other appropriate items, including provision for 
maintenance, and provision for depreciation or retirements determined in
accordance with such system of accounts as may be prescribed by governmental
authorities having jurisdiction in the premises or in the absence thereof in
accordance with sound accounting practice; provided, however, that in
determining the net income of the corporation for the purposes of this Paragraph
1 no deduction or adjustment shall be made for or in respect of (a) expenses in
connection with the redemption or retirement of any securities issued by the
corporation, including any amount paid in excess of the principal amount of
securities redeemed or retired and, in the event that such redemption or
retirement is effected with the proceeds of sale of other securities of the
corporation, interest on the securities redeemed or retired from the date on
which the funds required for such redemption or retirement are deposited in
trust for such purpose to the date of redemption or retirement; (b) profits and
losses from sales of public utility property or other capital assets, or taxes
on or in respect of any such profits; (c) any earned surplus applicable to any
period prior to January 1, 1943; (d) amortization of utility plant adjustment
accounts or other intangibles; or (e) amortization of the book values of gas
manufacturing and storage facilities owned by the corporation on September 1,
1943 which are or shall hereafter become no longer used or useful by reason of
the substitution of natural gas.

    2.  Distribution of Assets.  In the event of any liquidation, dissolution or
winding up of the corporation, or any reduction or decrease of its capital 
resulting in a distribution of assets to the holders of the Common Stock, after 
there shall have been paid to or set aside for the holders of the Preferred 
Stock the full preferential amounts to which they are respectively entitled 
under the provisions of Paragraph 2 of Division A hereof, the holders of the 
Common Stock shall be entitled to receive, pro rata, all of the remaining assets
of the corporation available for distribution to its stockholders. The Board of 
Directors, by vote of a majority of the members thereof, may distribute in kind 
to the holders of Common Stock such remaining assets of the corporation or may 
sell, transfer or otherwise dispose of all or any of the remaining property and
assets of the corporation to any other corporation and receive payment therefor 
wholly or partly in cash and/or in stock and/or in obligations of such 
corporation and may sell all or any part of the consideration received therefor 
and distribute the balance thereof in kind to the holders of the Common Stock.  

    3.  Voting Rights.  Subject to the voting rights expressly conferred upon 
the Preferred Stock by Division A hereof, holders of the Common Stock shall 
exclusively possess full voting power for the election of directors and for all 
other purposes.

          Division C--Provisions Applicable to Both Classes of Stock

    1.  The Board of Directors shall have authority from time to time to set 
apart out of any assets of the corporation otherwise available for dividends a 
reserve or reserves as working capital or for any other proper purpose or 
purposes, and to reduce, abolish or add to any such reserve or reserves from 
time to time as said Board may deem to be in the interests of the corporation; 
and said Board shall likewise have power to determine in its discretion what 
part of the assets of the corporation available for dividends in excess of such 
reserve or reserves shall be declared as dividends and paid to the stockholders 
of the corporation.

    2.  No holder of stock, or of rights or options to purchase stock, of the 
corporation of any class, as such, shall have any preemptive or preferential 
right to purchase or subscribe to any shares of stock, or rights or options to 
purchase stock, of the corporation of any class, whether now or

                                       6
<PAGE>
 
hereafter authorized, or any obligations convertible into stock, or into rights 
or options to purchase stock of the corporation (including any notes, bonds or 
other evidences of indebtedness to which are attached or with which are issued 
warrants or other rights to purchase any stock of the corporation), issued or 
sold, or any right of subscription to any thereof other than such, if any, as 
the Board of Directors in its discretion may from time to time fix; and shares 
of stock, rights or options to purchase stock, or obligations convertible into 
stock or into rights or options to purchase stock, of the corporation may from 
time to time be issued and sold to such parties, whether stockholders or others,
as the Board of Directors in its sole discretion may determine, and in the event
the Board of Directors determines to issue or sell any thereof to stockholders 
at any time, the same may be offered to holders of any class or classes of stock
exclusively or to the holders of all classes of stock, and, if offered to more 
than one class of stock, in such proportions as between said classes of stock, 
as the Board of Directors in its discretion may determine.

     3. Each holder of record of shares of any class of stock entitled to vote 
at any meeting of stockholders, or of holders of any class of stock, shall, as
to all matters in respect of which such stock has voting power, be entitled to
one vote for each share of such stock held and owned by him, as shown by the
stock books of the corporation, and may cast such vote in person, or by proxy.
Except as herein expressly provided, or mandatorily provided by the laws of
Georgia, a quorum of any class of stock entitled to vote as a class at any
meeting shall consist of a majority of such class, and a plurality vote of such
quorum shall govern.

     4. No holder of shares of any class of stock shall have any right to the 
issue of a duplicate or other certificate for any of such shares to replace a 
certificate represented to have been lost, stolen or destroyed unless there 
shall first be delivered to the Company a bond of indemnity in such form, for 
such amount and with such surety or sureties as the Board of Directors may 
approve.


                                ---------------


     The undersigned, JAS. H. MOTZ, Secretary of Atlanta Gas Light Company, 
certifies that the foregoing resolution of the stockholders of Atlanta Gas Light
Company to which this certificate is attached, was adopted at a special meeting 
of the stockholders of Atlanta Gas Light Company held on the 13th day of 
October, 1943, at which were present the holders of all of the shares of common 
stock of Atlanta Gas Light Company, and all of the holders of common stock of 
Atlanta Gas Light Company voted in favor of and consented to the adoption of 
said resolution to amend the charter of Atlanta Gas Light Company.

     IN WITNESS WHEREOF, the undersigned as Secretary of Atlanta Gas Light 
Company has hereunto set his hand and affixed the seal of said corporation, this
15th day of October, 1943.

                                        /s/ [Jas H. Motz]
                                       .........................................
                                         Secretary of Atlanta Gas Light Company
<PAGE>
 
     The foregoing petition of Atlanta Gas Light Company to amend its charter wa
presented to this court and examined.

     It appearing to the court that said petition is in accord with the laws of 
the State of Georgia made and provided in such causes, that the common 
stockholders of Atlanta Gas Light Company adopted the resolution attached to the
petition as Exhibit "A" to authorize this amendment to its charter at a special 
meeting of the stockholders called for said purpose, notice of which was waived 
by all of said stockholders, by a favorable vote for an consent to said
amendment by the vote of all of the holders of common stock of Atlanta Gas Light
Company and that all acts and things necessary or proper to effect such
amendment to the charter of Atlanta Gas Light Company have been done and exist
an said amendment is found by the court to be lawful.


     NOW THEREFORE, it is considered, ordered and adjudged that the charter of
Atlanta Gas Light Company is amended as set forth in the foregoing petition and
the resolution of the stockholders of Atlanta Gas Light Company attached there
to marked Exhibit "A".
   
     This 15 day of October, 1943.

                                        [SIGNATURE APPEARS HERE]
                                       -------------------------
                                         Judge, Superior Court
                                            Atlanta Circuit.
FILED IN OFFICE, THIS THE 
15 day of Oct 1943
--        ---    
[SIGNATURE APPEARS HERE]
------------------------
           Deputy Clerk
<PAGE>
 
     This petition of ATLANTA GAS LIGHT COMPANY shows respectfully unto the 
Honorable Superior Court of Fulton County, Georgia, as follows:

                                      1.

     Atlanta Gas Light Company is a corporation organized and existing under the
laws of the State of Georgia with its principal office in Fulton County, 
Georgia.  Its charter was granted by an Act of the General Assembly of the State
of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 et 
seq.).  This charter was amended by an Act of the General Assembly approved 
October 14, 1889 (Georgia Laws 1888-1889, pages 1398 et seq.).  Thereafter the 
charter of Atlanta Gas Light Company was amended by the Superior Court of Fulton
County, Georgia, by its orders dated respectively December 17, 1919, Arpil 20, 
1929, October 22, 1929, and September 13, 1935.  Thereafter, Macon Gas Company 
and Georgia Public Utilities Company were merged into Atlanta Gas Light 
Company with Atlanta Gas Light Company as the continuing corporation by an order
of the Superior Court of Fulton County, Georgia, dated March 18, 1941.  
Thereafter the charter of Atlantic Gas Light Company was amended by the Superior
Court of Fulton County, Georgia, by its order dated October 15, 1943.

                                      2.

     The authorized capital stock of Atlanta Gas Light Company consists of 
250,000 shares of common stock of the par value of $25.00 per share, of which 
240,145 shares are issued and outstanding, 13,000 shares of preferred stock of 
the par value of $100.00 per share with the rights, preferences, voting powers,
restrictions, limitations and qualifications set forth in the resolution of the 
stockholders of Atlanta Gas Light Company adopted at the special meeting of said
stockholders called for such purpose, held on September 28, 1935, none of which 
said shares of preferred stock are outstanding, and 20,000 shares of 4 1/2% 
cumulative preferred stock of the par value of $100.00 per share with the 
preferences and relative participating, voting and other special rights and the 
qualifications, limitations or restrictions of such preferences and/or rights 
stated in the aforesaid amendment to the charter of Atlanta Gas Light Company, 
granted by order of this Honorable Court on the 15th day of October, 1943.

                                      3.

     Since the aforesaid amendment to the charter of Atlanta Gas Light Company, 
granted by order of this Honorable Court on the 15th day of October, 1943, 
Atlanta Gas Light Company has called for redemption, redeemed and cancelled the 
13,000 shares of preferred stock of the par value of $100.00 per share aforesaid
and under the provisions of its charter, as heretofore amended, Atlanta Gas 
Light Company has no right to reissue any of said shares of stock and said 
shares are no longer outstanding and have ceased to be a part of the capital 
stock of the corporation.  Atlanta Gas Light Company files this petition to 
amend its charter in order to eliminate and strike therefrom all references to 
said 13,000 shares of preferred stock issued under the aforesaid resolution 
adopted at a special meeting of September 28, 1935, as confirmed by the 
amendment granted by this Honorable Court hereinabove referred to in this 
paragraph 3.

                                      4.

     At a special meeting of the stockholders of Atlanta Gas Light Company held 
on the 22nd day of November, 1943, called for the purpose of acting on the 
resolution to amend its charter, all of the shares of common stock of Atlanta 
Gas Light Company out-
<PAGE>
 
standing were voted in favor of the adoption of a resolution to amend the 
charter of Atlanta Gas Light Company, a copy of which resolution is hereto 
attached marked Exhibit "A" and made a part of this petition and paragraph.  The
holders of all of the common stock of Atlanta Gas Light Company waived notice in
writing of the time, place and purpose of said special meeting of the 
stockholders of Atlanta Gas Light Company.

     WHEREFORE, petitioner prays that an order of this Honorable Court be 
granted amending its charter as set forth in this petition and in Exhibit "A" 
hereto attached.


                                             /s/ Moise, Post & Gardner
                                             -------------------------
                                              Attorneys for Petitioner.

                               ----------------

                                  Exhibit "A"

     RESOLVED by the stockholders of Atlanta Gas Light Company in meeting duly 
and legally called, assembled and held that the charter of Atlanta Gas Light 
Company be amended by eliminating all references in said charter to 13,000 
shares of preferred stock of the par value of $100.00 per share with the rights,
preferences, voting powers, restrictions, limitations and qualifications set 
forth in the resolution of the stockholders of Atlanta Gas Light Company adopted
at a special meeting of said stockholders called for such purpose, held on 
September 28, 1935, so that there shall be stricken from the charter of Atlanta 
Gas Light Company as amended by order of the Superior Court of Fulton County, 
Georgia, granted on the 15th day of October, 1943, the following:

          "The maximum number of shares of capital stock of Atlanta Gas Light 
     Company authorized to be outstanding at any one time is as follows:
          "250,000 shares of commons stock of the par value of $25.00 per share,
          "13,000 shares of preferred stock of the par value of $100.00 per 
     share, and
          "20,000 shares of 4 1/2% cumulative preferred stock of the par value 
     of $100.00 per share.
          "The 13,000 shares of preferred stock of the par value of $100.00 per
     share are presently outstanding with the preferences, voting powers,
     restrictions, limitations and qualifications set forth in the resolution of
     the stockholders of said Atlanta Gas Light Company adopted at the special
     meeting of said stockholders called for such purpose, held on September 28,
     1935, and shall not be altered in anywise hereby.
          "Upon the redemption of the said 13,000 shares of preferred stock of
     the par value of $100.00 per share, said shares shall be eliminated from
     the authorized capital stock of Atlanta Gas Light Company, which shall
     cancel said shares of stock and shall have no right to reissue the whole or
     any of said shares of stock and the capital of Atlanta Gas Light Company
     shall be reduced by an amount equal to the aggregate par value of the said
     13,000 shares.
          "Subject and subordinate in all respects to the preferences, voting
     powers, restrictions, limitations and qualifications of said 13,000 shares
     of preferred stock, as set forth in the resolution of the stockholders of
     Atlanta Gas Light Company adopted at the special meeting of said
     stockholders called for such purpose, held on September 28, 1935, the
     preferences and relative participating, voting and other special rights of
     the 20,000 shares of 4 1/2% cumulative preferred stock and of the common
     stock of Atlanta Gas Light Company (hereinafter called the "Preferred
     Stock" and the "Common Stock', respectively), and the qualifications,
     limitations or restrictions of such preferences and/or rights shall be as
     follows:"
          
                                       2

<PAGE>
 
and that there shall be substituted in lieu thereof the following:

          "The maximum number of shares of capital stock of Atlanta Gas Light 
     Company authorized to be outstanding at any one time is as follows:
          "250,000 shares of common stock of the par value of $25.00 per share, 
     and
          "20,000 shares of 4 1/2% cumulative preferred stock of the par value
     of $100.00 per share authorized by the amendment to the charter of the
     corporation granted by the Superior Court of Fulton County, Georgia, on the
     15th day of October, 1943.

          "The preferences and relative participating, voting and other special
     rights of the 20,000 shares of 4 1/2% cumulative preferred stock and of the
     common stock of Atlanta Gas Light Company (hereinafter called the
     "Preferred Stock" and the "Common Stock", respectively), and the
     qualifications, limitations or restrictions of such preferences and/or
     rights shall be as follows:"

                                 -------------

     The undersigned, Jas H. Motz, Secretary of Atlanta Gas Light Company 
certifies that the foregoing resolution of the stockholders of Atlanta Gas Light
Company to which this certificate is attached, was adopted at a special meeting 
of the stockholders of Atlanta Gas Light Company held on the 22nd day of 
November, 1943, at which were present the holders of all of the shares of common
stock of Atlanta Gas Company and all of the holders of common stock of Atlanta 
Gas Light Company voted in favor of and consented to the adoption of said 
resolution to amend the charter of Atlanta Gas Light Company.

     IN WITNESS WHEREOF, the undersigned as Secretary of Atlanta Gas Light 
Company has hereunto set his hand and affixed the seal of said corporation, this
22nd day of November, 1943.


                                     /s/    Jas. H. Motz
                                    --------------------------------------
                                    Secretary of Atlanta Gas Light Company

                               ----------------

     The foregoing petition of Atlanta Gas Light Company to amend its charter 
was presented to this court and examined.

     It appearing to the court that said petition is in accord with the laws of 
the State of Georgia made and provided in such causes, that the common 
stockholders of Atlanta Gas Light Company adopted the resolution attached to the
petition as Exhibit "A" to authorize this amendment to its charter at a special 
meeting of the stockholders called for said purpose, notice of which was waived 
by all of said stockholders, by a favorable vote for and consent to said 
amendment by the vote of all of the holders of common stock of Atlanta Gas Light
Company and that all acts and things necessary or proper to effect such 
amendment to the charter of Atlanta Gas Light Company have been done and exist 
and said amendment is found by the court to be lawful.

     NOW, THEREFORE, it is considered, ordered and adjudged that the charter of 
Atlanta Gas Light Company is amended as set forth in the foregoing petition and 
the resolution of the stockholders of Atlanta Gas Light Company attached thereto
marked Exhibit "A".

     This 22nd day of November, 1943.


                                              /s/ FRANK A. HOOPER, JR.
                                          -------------------------------
                                             Judge, Superior Court
                                                Atlanta Circuit.

                                       3

<PAGE>
 


TO THE HONORABLE THE SUPERIOR COURT OF FULTON COUNTY GEORGIA

     This the petition of Atlanta Gas Light Company shows respectfully unto the 
Honorable the Superior Court of Fulton County, Georgia, as follows:

                                      1.

     Atlanta Gas Light Company is a corporation organized and existing under the
laws of the State of Georgia with its principal office in Fulton County, 
Georgia.  Its charter was granted by an Act of General Assembly of the State of 
Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 et seq).  
This charter was amended by an Act of the General Assembly approved October 14, 
1889 (Georgia Laws 1888-1889, pages 1398 et seq).  Thereafter the charter of 
Atlanta Gas Light Company was amended by the Superior Court of Fulton County, 
Georgia, by its orders dated respectively December 17, 1919, April 20, 1929, 
October 22, 1929, September 13, 1935, October 15, 1943 and November 22, 1943.

                                      2.

     At a meeting of the stockholders of Atlanta Gas Light Company held on the 
23rd day of July, 1947, notice of which meeting and the purpose thereof were 
waived in writing by the holders of all the common stock of Atlanta Gas Light 
Company, a resolution was adopted by the vote of the holders of all of the 
common stock of Atlanta Gas Light Company entitled to vote thereon that the 
charter of Atlanta Gas Light Company be amended in the manner set forth in said 
resolution, a duly certified copy of which is attached to this petition marked 
Exhibit "A" and made a part of this petition and paragraph.

     WHEREFORE, petitioner prays that its charter be amended in the manner set 
forth in said resolution and that an order of this Honorable Court be entered 
granting the prayers of this petition and so amending petitioner's charter.


                                         /s/ Moise, Post & Gardner
                                        ________________________________________
                                        Attorneys for Atlanta Gas Light Company.


                                  EXHIBIT "A"

     RESOLVED by the stockholders of Atlanta Gas Light Company, in meeting duly 
and legally called, assembled and held, that the charter of Atlanta Gas Light 
Company be amended so that the number of Directors shall be not less than three 
nor more than eleven, but otherwise shall be such number as may be provided from
time to time by the by-laws.

     RESOLVED FURTHER that the charter of Atlanta Gas Light Company also be 
amended by amending the provisions inserted in the charter by the amendment 
thereto granted by order of the Superior Court of Fulton County, Georgia, dated 
October 15, 1943, as follows:

     (1)  By eliminating from said provisions the following:

    "The maximum number of shares of capital stock of Atlanta Gas Light Company 
authorized to be outstanding at any one time is as follows:





<PAGE>
 

     "250,000 shares of common stock of the par value of $25.00 per share, and"

and inserting in lieu thereof the following:

     "The maximum number of shares of capital stock of Atlanta Gas Light Company
authorized to be outstanding at any one time is as follows:

     "1,000,000 shares of common stock of the par value of $10.00 per share, 
and"

and by providing that the 240,145 shares of common stock of the par value of
$25.00 per share presently issued and outstanding be and they hereby are
reclassified as and changed into 802,553 shares of common stock of the par value
of $10.00 per share.

     (2)  By inserting in paragraph 3 of Division C of the said provisions, 
immediately following the first sentence thereof the following:

          "At all elections of directors the holders of each class of stock
     entitled to vote shall be entitled to as many votes as shall equal the
     number of his shares of stock multiplied by the number of directors to be
     elected by the holders of stock of such class, and he may cast all of
     such votes for a single director or may distribute them among the number to
     be voted for, or any two or more of them as he may see fit."

     (3)  By inserting in paragraph 2 of Division C of the said provisions at 
the end thereof the following:

          "Provided, however, that if the Board of Directors shall at any time
     determine to offer for cash any shares of Common Stock, whether now or
     hereafter authorized, or to offer for cash any securities convertible into
     Common Stock of the corporation other than by a public offering of such
     shares or securities to or through underwriters or investment bankers who
     agree to make a public offering of such shares or securities, the right to
     purchase the same shall first be offered to the holders of record, on a
     date to be fixed by the Board of Directors for such purpose, of the
     outstanding shares of Common Stock pro rata upon terms not less favorable
     to such holders than those upon which the Board of Directors shall
     authorize the issue of such shares or securities to others than holders of
     record of the Common Stock; and, provided further, that the time within
     which the holders of record of the Common Stock; may exercise such rights
     shall be determined by the Board of Directors but shall in no event be less
     than twenty (20) days after the date of mailing of notice that such rights
     are available. No alteration, amendment or repeal of any of the provisions
     of this paragraph 2 shall be effected without the written consent or the
     affirmative vote of the holders of at least two-thirds of the issued and
     outstanding shares of Common Stock, such vote being taken at a meeting
     called for the purpose."

     (4) By inserting in paragraph 1 of Division B of the said provisions at the
end thereof the following:

          "1a. The corporation shall not declare or pay any dividend on its
     Common Stock (other than dividends payable in Common Stock) or make any
     distribution on, or purchase or otherwise acquire for value, any of its
     Common Stock (each such payment, distribution, purchase and/or acquisition
     being herein referred to as a 'common stock dividend') except to the extent
     permitted by the following provisions:

          (a) No common stock dividend shall be declared or paid in an amount
     which, together with all other common stock dividends declared in the year
     ending on (and including) the date of the declaration of such common stock
     dividend, would in the aggregate exceed fifty




<PAGE>
 
per cent (50%) of the net income of the corporation available for dividends on 
its common stock for the twelve (12) consecutive calendar months ending on the 
last day of the calendar month next preceding the declaration of such common 
stock dividend, if at the end of such calendar month the ratio (herein referred 
to as the 'capitalization ratio') of the sum of the par value of, or stated 
capital represented by, the outstanding shares of common stock and the surplus 
of the corporation to the total capitalization and surplus of the corporation 
(after adjustment, in each case, of the surplus accounts to reflect payment of 
such common stock dividend) would be less than twenty per cent (20%);

     (b)  If the capitalization ratio shall be twenty per cent (20%) or more, 
but less than twenty-five per cent (25%), no common stock dividend shall be 
declared or paid in an amount which, together with all other common stock 
dividends declared in the twelve months ending on (and including) the date of 
the declaration of such common stock dividend, would exceed seventy-five (75%) 
of the net income of the corporation available for dividends on its common stock
for the twelve (12) consecutive calendar months ending on the last day of the 
calendar month next preceding the declaration of such common stock dividends; 
and

     (c)  If the capitalization ratio shall be in excess of twenty-five per cent
(25%), no common stock dividend shall be declared or paid which would reduce the
capitalization ratio to less than twenty-five per cent (25%) except to the 
extent permitted by the foregoing clauses (a) and (b).

For the purposes of this paragraph 1a the following terms shall have the 
following meanings:

     (a)  The term 'net income' shall mean the gross earnings of the corporation
from all sources less all proper deductions for operating expenses, taxes 
(including income, excess profits and other taxes based on or measured by income
or undistributed earnings or income), interest charges and other appropriate 
items, including provision for maintenance, retirements, depreciation and 
obsolescence determined in accordance with such system of accounting as may be 
prescribed by governmental authorities having jurisdiction in the premises or in
the absence thereof in accordance with sound accounting practice, and less all 
dividends paid or accrued upon the preferred stock of the corporation or upon 
any shares of any class of stock ranking prior to or on a parity with the 
preferred stock as to dividends or assets: provided, however, that no deduction 
or adjustment shall be made for or in respect of (i) expenses in connection 
with the redemption or retirement of any securities issued by the corporation 
including any amount paid in excess of the principal amount or par or stated 
value of securities redeemed or retired and, in the event that such redemption 
or retirement is effected with the proceeds of sale of other securities of the 
corporation, interest or dividends on the securities redeemed or retired from 
the date on which the funds required for such redemption or retirement are 
deposited in trust for such purpose to the date of redemption or retirement, or
(ii) profits or losses from sales of public utility property or other capital 
assets, or from the reacquisition of any securities of the corporation, or taxes
on or in respect of any such profits, or (iii) eliminations, other than through 
periodic amortization charges against earnings, of intangibles or utility plant 
adjustment accounts, or (iv) eliminations, other than through periodic charges 
against earnings of the book value of gas manufacturing and storage facilities 
owned by the corporation on January 1, 1947, which then are or thereafter shall 
become no longer used or useful by reason of the substitution of natural gas.

     (b)  The term 'total capitalization' shall mean the aggregate of the 
principal amount of all indebtedness of the corporation outstanding in the hands
of the public maturing more


<PAGE>
 
        than twelve (12) months after the date of issue or assumption thereof,
        plus the par value of, or stated capital represented by, the outstanding
        shares of all classes of stock of the corporation.

             (c) The term "surplus" shall mean capital surplus, earned surplus
        and any other surplus of the corporation."

        The undersigned, JAS. H. MOTZ, Secretary of the Atlanta Gas Light 
Company, certifies that the foregoing resolution of the stockholders of the 
Atlanta Gas Light Company to which this certificate is attached was adopted at a
special meeting of the stockholders of Atlanta Gas Light Company held on the
23rd day of July, 1947, at which were present the holders of all the shares of
Common Stock of Atlanta Gas Light Company and all of the holders of Common Stock
of Atlanta Gas Light Company voted in favor of and consented to the adoption of
said resolution to amend the charter of Atlanta Gas Light Company.

        IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas Light 
Company, has hereunto set his hand and affixed the seal of said corporation, 
this 14th day of October, 1947.


                                       /s/ Jas H. Motz             
[SEAL APPEARS HERE]             ----------------------------------------- 
                                 Secretary of Atlanta Gas Light Company.



                                   O R D E R

        The foregoing petition of Atlanta Gas Light Company to amend its charter
was presented to this court and examined.

        It appearing to the court that said petition is in accord with the laws 
of the State of Georgia made and provided in such causes, that the common 
stockholders of Atlanta Gas Light Company adopted the resolution attached to the
petition as Exhibit "A" to authorize this amendment to its charter at a special 
meeting of the stockholders called for said purpose, notice of which was waived 
by all of said stockholders, by a favorable vote for and consent to said 
amendment by the vote of all of the holders of common stock of Atlanta Gas Light
Company and that all acts and things necessary or proper to effect such 
amendment to the charter of Atlanta Gas Light Company have been done and exist 
and said amendment is found by the court to be lawful.

        NOW, THEREFORE,  it is considered, ordered and adjudged that the charter
of Atlanta Gas Light Company is amended as set forth in the foregoing petition 
and the resolution of the stockholders of Atlanta Gas Light Company attached 
thereto marked Exhibit "A".

                                       This  17th   day of October, 1947.
                                           ---------

                                      /s/ Bond Almand
                                    --------------------------------------------
                                        Judge Superior Court, Atlanta Circuit.

<PAGE>
 
         TO THE HONORABLE THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA

              This the petition of Atlanta Gas Light Company shows respectfully 
unto the Honorable the Superior Court of Fulton County, Georgia as follows:

                                 1.

              Atlanta Gas Light Company is a corporation organized and existing
under the laws of the State of Georgia with its principal office in Fulton
County, Georgia. Its charter was granted by an Act of the General Assembly of
the State of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages
420 et seq.). This charter was amended by an Act of the General Assembly
approved October 14,1889 (Georgia Laws 1388-1389, pages 1398 et seq). Thereafter
the charter of Atlanta Gas Light Company was attended by the Superior Court of
Fulton County, Georgia, by its orders dated respectively December 13, 1935,
April 20, 1929, October 20, 1929, September 13, 1935, October 15, 1943, November
22, 1943 and October 17, 1947.

                                 2.

              At a meeting of the stockholders of Atlanta Gas Light Company held
on the 14th day of August, 1951 notice of which meeting and the purpose thereof
was duly and loyally given, a resolution was adopted by the vote of the holders
of more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company
entitled to vote thereon and by a vote of more than two-thirds (2/3) of the
holders of all of the Preferred Stock of Atlanta Gas Light Company entitled to
vote thereon (the holders of Common Stock voting on a class and the holders of
the Preferred Stock voting as a separate class) that the charter of Atlanta Gas
Light Company be attended in the manner set forth in said resolution, a duly
certified copy of which is attached to this petition marked Exhibit "A" and made
a part of this petition and paragraph.

              THEREFORE, petition prays that its charter to amended

<PAGE>
 
in the manner set forth in said resolution and that an order of this Honorable 
Court be entered granting the prayers of this petition and so amending 
petitioner's charter.

                                       /s/ Moise, Post & Gardner
                                     ---------------------------------------
                                     Attorneys for Atlanta Gas Light Company.
<PAGE>
 
        RESOLVED by the stockholders of Atlanta Gas Light Company, the holders 
of the Common Stock voting as a class and the holders of the Preferred Stock 
voting as a separate class and that the charter of Atlanta Gas Light Company be 
amended by amending and modifying the provisions of sub-paragraph (f) of 
paragraph 4, of Division A thereof by striking said sub-paragraph (f) of 
Paragraph 4, of Division A, reading as follows:

                "(f) The issuance of any unsecured notes, debentures or other
        securities representing unsecured indebtedness, or assumption of any
        such unsecured securities, other than for the purpose of refunding
        outstanding unsecured securities theretofore issued or assumed or
        effecting the retirement, by redemption or otherwise, of outstanding
        shares of the Preferred Stock, or of a class of stock ranking prior
        thereto, or on a parity therewith, if immediately after such issue or
        assumption the total principal amount of all unsecured securities issued
        or assumed and then outstanding would exceed ten per cent (10%) of the
        aggregate of (I) the total principal amount of all bonds or other
        securities representing secured indebtedness issued or assured by the
        corporation and then to be outstanding, and (II) the total of the
        capital and surplus of the corporation as then to be stated of its
        books."

and substituting in lieu thereof:

                "(f) The issuance of any unsecured notes, debentures or other 
        securities representing unsecured indebtedness (other than indebtedness
        maturing not more than one year from the date of creation or assumption
        of any such unsecured securities) except for the purpose of refunding
        outstanding unsecured debt securities issued or assumed or effecting the
        retirement, by redemption or otherwise, of outstanding shares of the
        Preferred Stock, or of a class of stock ranking prior thereto or on a
        parity therewith, if immediately after such issue or assumption the
        total principal amount of all unsecured securities issued or assumed and
        then outstanding, including the unsecured
<PAGE>
 
indebtedness then to be issued but excluding indebtedness maturing not more than
one year from the date of creation, would exceed ten per centum (10%) of the 
aggregate of (1) 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 (ii) the total of the capital and surplus of the 
corporation as then to be stated on its books; provided, that any unsecured 
securities issued under any authorization of holders of Preferred Stock (and any
securities issued to refund the same) shall not be considered in determining the
amount of additional securities which may be issued or assumed within the 
aforesaid 10% limitation."
<PAGE>
 
        The undersigned, JAS. H. MOTZ, Secretary of Atlanta Gas Light Company, 
                         ------------
certifies that the foregoing resolution of the stockholders of Atlanta Gas Light
Company to which this certificate is attached was adopted at a special meeting 
of the stockholders of Atlanta Gas Light Company held on the 14th day of August,
1951, the said special meeting of the stockholders having been called for the 
purpose of the considering the foregoing resolution. At said special meeting of 
the stockholders the holders of the Common Stock of Atlanta Gas Light Company 
voted as a class and more than two-thirds (2/3) of the Common Stock of Atlanta 
Gas Light Company was voted favorably for said amendment and at said special 
meeting of the stockholders the holders of the Preferred Stock of Atlanta Gas 
Light Company voted as a separate class and more than two-thirds (2/3) of the 
Preferred Stock of Atlanta Gas Light Company was voted favorably for said 
amendment. The said resolution to amend the charter of Atlanta Gas Light Company
was adopted by the vote of the holders of more than a two-thirds majority of the
Common Stock of Atlanta Gas Light Company and by the holders of more than a 
two-thirds (2/3) majority of the Preferred Stock of Atlanta Gas Light Company.

        IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas Light 
Company, has hereunto set his hand and affixed the seal of Atlanta Gas Light 
Company, this 14th day of August, 1951.

                  /s/ Jas. H. Motz                               [CORPORATE SEAL
                  --------------------------------------------     APPEARS HERE]
                  Secretary Atlanta Gas Light Company.
<PAGE>
 
        The foregoing petition of Atlanta Gas Light Company to amend its charter
was presented to this court and examined.

        It appearing to the court that said petition is in accord with the laws 
of the State of Georgia made and provided in such causes, that the Common 
Stockholders of Atlanta Gas Light Company adopted the resolution attached to the
petition as Exhibit "A" to authorize this amendment to its charter at a special 
meeting of the stockholders called for said purpose, notice of which was duly 
and legally given, by a favorable vote for and consent to said amendment by the 
vote of the holders of more than two-thirds (2/3) of the Common Stock of Atlanta
Gas Light Company and that the Preferred Stockholders of Atlanta Gas Light 
Company adopted the resolution attached to the petition as Exhibit "A" to 
authorize this amendment to its charter at a special meeting of the stockholders
called for said purpose, notice of which was duly and legally given, by a 
favorable vote for and consent to said amendment by the vote of the holders of 
more than two-thirds (2/3) of the Preferred Stock of Atlanta Gas Light Company 
and that all acts and things necessary or proper to effect such amendment to the
charter of Atlanta Gas Light Company have been done and exist and said 
resolution is found by the court to be lawful.

        NOW, THEREFORE, it is considered, ordered and adjudged that the charter 
of Atlanta Gas Light Company is amended as set forth in the foregoing petition 
and the resolution of the stockholders of Atlanta Gas Light Company attached 
thereto marked Exhibit "A".

        This 14 day of August, 1951.

                         /s/ Virlyn B. Moore
                         ----------------------------------
                         Superior Court, Atlanta Circuit.
                         [TEXT ABOVE ILLEGIBLE ON COPY]

                                        14, Aug '51
                                        /s/ G. M. Paschal 
                                        -------------------
                                               Deputy Clerk
<PAGE>
 
                IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA

------------------------------

        In Re                          No.  23324
                                          ..........
Atlanta Gas Light Company

------------------------------


                           PETITION TO AMEND CHARTER

        This the petition of Atlanta Gas Light Company shows respectfully unto 
the Honorable the Superior Court of Fulton County, Georgia as follows:

                                      1.

        Atlanta Gas Light Company is a corporation organized and existing under
the laws of the State of Georgia with its principal office in Fulton County,
Georgia. Its charter was granted by an Act of the General Assembly of the State
of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 et
seq.). This charter was amended by an Act of the General Assembly approved
October 14, 1889 (Georgia Laws 1888-1889, pages 1398 et seq.). Thereafter the
charter of Atlanta Gas Light Company was amended by the Superior Court of Fulton
County, Georgia, by its orders dated respectively December 17, 1919, April 20,
1929, October 22, 1929, September 13, 1935, October 15, 1943, November 22, 1943,
October 17, 1947 and August 14, 1951.

                                      2.

        At a meeting of the Stockholders of Atlanta Gas Light Company held on 
the 25th day of November, 1952, notice of which meeting and the purpose thereof 
was duly and legally given, a resolution was adopted by the vote of the holders 
of more than two-thirds (2/3) majority of the Common Stock of Atlanta Gas Light 
Company entitled to vote thereon and by a vote of more than a two-thirds (2/3) 
majority of the holders of all of the Preferred Stock of Atlanta Gas Light 
Company entitled to vote thereon (the holders of Common Stock voting as a class 
and the holders of the Preferred Stock voting as a separate class)  that the 
charter of Atlanta Gas Light Company be amended in the manner set forth in said 
resolution, a duly certified copy of which is attached to this petition marked 
Exhibit "A" and made a part of this petition and paragraph.

        WHEREFORE, petitioner prays that its charter be amended in the manner 
set forth in said resolution and that an order of this Honorable Court be 
entered granting the prayers of this petition and so amending petitioner's 
charter.

                                        /s/  Moise, Post & Gardner
                                        .......................................
                                        Attorney for Atlanta Gas Light Company.
<PAGE>
 
                                   EXHIBIT A

        RESOLVED, by the Stockholders of Atlanta Gas Light Company at a meeting
duly and legally called, assembled and held, with the holders of the Common
Stock voting as a class and the holders of the 4 1/2% Cumulative Preferred Stock
voting as a seperate class, that the charter of Atlanta Gas Light Company be
amended by eliminating therefrom all of the provisions of the amendments thereto
approved by the Superior Court of Fulton County, Georgia by its Orders dated
October 15, 1943, November 22, 1943, October 17, 1947 and August 14, 1951 and
inserting in lieu thereof the following:

                                   SECTION 1

                           Authorized Capital Stock

        Section 1.01.  The maximum number of shares of Capital Stock of Atlanta 
Gas Light Company (hereinafter referred to as the "Company") authorized to be 
outstanding at any one time is as follows:

           1,000,000 shares of Common Stock of the par value of $10 per share,
           20,000 shares of 4 1/2% Cumulative Preferred Stock of the par value 
        of $100 per share (hereinafter referred to as the "4 1/2% Preferred 
        Stock"), and
           30,000 shares of 4.60% Cumulative Preferred Stock of the par value of
        $100 per share (hereinafter referred to as the "4.60% Preferred Stock").

        The preferences, voting powers, restrictions, limitations and 
qualifications of the different classes of Capital Stock shall be as follows:

                                   SECTION 2

                                  Definitions

        Section 2.01.  The term "Preferred Stock" shall mean any class of 
Preferred Stock described in Section 3 and any other class of stock with respect
to which dividends and amounts payable upon liquidation, dissolution or winding 
up of the Company, or upon reduction or decrease of its capital resulting in a 
distribution of assets to holders of any class of Junior Stock, shall be payable
on a parity with  the amounts payable in respect of Preferred Stock described in
Section 3, notwithstanding that any such other class of Preferred Stock may have
a par value, dividend rate, redemption prices, amounts payable thereon upon 
liquidation, dissolution or winding up, sinking or purchase fund, voting rights 
and other terms and provisions varying from those of the classes of such 
Preferred Stock then described in Section 3.

        SECTION 2.02.  The term "Junior Stock" shall mean the Common Stock and 
stock of any other class ranking junior to the Preferred Stock in respect of 
dividends or amounts payable upon any liquidation, dissolution or winding up of 
the Company or upon reduction or decrease of its capital resulting in a 
distribution of assets to holders of any class of Junior Stock.

        SECTION 2.03.  The term "accrued dividends"  shall mean, in respect to 
each share of any class of stock, that amount which shall be equal to simple 
interest upon the par value at the annual dividend rate fixed for such class of 
stock and no more, from and including the date upon which dividends on such 
share became cumulative and (i) up to but not including the date fixed for 
payment in liquidation or for redemption, or, as the case may be, (ii) up to and
including the last day of any period for which such accrued dividends are to be 
determined, less the aggregate amount of all dividends theretofore paid or 
declared and set apart for payment thereon.  Computation of accrued dividends in
respect of any portion of a quarterly dividend period shall be by the 360-day 
year, 30-day month, method of computing interest.

        SECTION 2.04.  The term "gross income available for payment of interest 
charges" shall mean the total operating revenues and other income net of the 
Company, less all proper deductions for operating expenses, taxes (including 
income, excess profits and other taxes based on or measured by income or

                                       1
<PAGE>
 
undistributed earnings or income), and other appropriate items, including 
provision for maintenance, and provision for retirements, depreciation and 
obsolescence (but in no event less than the largest minimum provisions required 
by the terms of any indenture or agreement relating to any outstanding 
indebtedness of the Company) but excluding any charges for interest on 
indebtedness outstanding and any credits or charges on account of amortization 
of debt premium, discount and expense, all to be determined in accordance with 
sound accounting practice. In determining such "gross income available for 
payment of interest charges", no deduction or adjustment shall be made for or in
respect of (1) profits or losses from sales of property carried in plant or 
investment accounts of the Company, or from the reacquisition of any securities 
of the Company, or taxes on or in respect of such profits, (2) charges for the 
elimination or amortization of utility plant adjustment or acquisition accounts 
or other intangibles, or (3) charges for the elimination or amortization of the 
book values of gas manufacturing and storage facilities owned by the Company, 
which shall become no longer used or useful by reason of the substitution of 
natural gas.

     SECTION 2.05. The term "net income of the Company available for dividends"
shall mean the total operating revenues and other income net of the Company,
less all proper deductions for operating expenses, taxes (including income,
excess profits, and other taxes based on or measured by income or undistributed
earnings or income), interest charges and other appropriate items, including
provision for maintenance, and provision for retirements, depreciation and
obsolescence (but in no event less than the largest minimum provisions required
by the terms of any indenture or agreement securing any outstanding indebtedness
of the Company), and including credits or charges for amortization of debt
premium, discount and expense, all to be determined in accordance with sound
accounting practice. In determining such "net income of the Company available
for dividends", no deduction or adjustment shall be made for or in respect of
(1) expenses in connection with the redemption or retirement of any securities
issued by the Company, including any amount paid in excess of the principal
amount or par or stated value of securities redeemed or retired, or, in the
event that such redemption or retirement is effected with the proceeds of the
sale of other securities of the Company, interest or dividends on the securities
redeemed or retired from the date on which the funds required for such
redemption or retirement are deposited in trust for such purpose to the date of
redemption or retirement; (2) profits or losses from sales of property carried
in plant or investment accounts of the Company, or from the reacquisition of any
securities of the Company, or taxes on or in respect of such profits; (3)
eliminations, other than through periodic amortization charges against earnings,
of intangibles or utility plant adjustment or acquisition accounts; or (4)
eliminations, other than through periodic charges against earnings, of the book
value of gas manufacturing and storage facilities owned by the Company, which
shall become no longer used or useful by reason of the substitution of natural
gas.

     SECTION 2.06. The term "net income of the Company available for dividends 
on Junior Stock" shall mean "net income of the Company available for dividends",
as defined above, less all dividends accrued for any period for which a 
computation is being made, whether or not paid, (i) on all outstanding Preferred
Stock, and (ii) on all outstanding stock of any class ranking as to dividends 
prior to such Preferred Stock.

     SECTION 2.07. The term "net income of the Company available for dividends 
on the Common Stock" shall mean "net income of the Company available for 
dividends on Junior Stock", as defined above, less all dividends accrued for any
period for which a computation is being made, whether or not paid, on 
outstanding Junior Stock ranking as to dividends prior to the Common Stock.

     SECTION 2.08. The term "Common Stock Equity" shall mean the aggregate of 
the par value of, or stated capital represented by the outstanding Common Stock 
of the Company, plus the capital surplus and earned surplus of the Company and 
plus premiums on all capital stock of the Company.

     SECTION 2.09. The term "Capitalization" shall mean the aggregate of (i) the
Common Stock Equity, (ii) the principal amount of all indebtedness of the 
Company maturing more than twelve (12) months after the date of issue or 
assumption thereof, and (iii) the par value of, or stated capital represented

                                       2
<PAGE>
 
by, any outstanding stock of the Company other than Common Stock. For the 
purposes of this Section 2.09, any indebtedness which is extended or renewed 
shall be deemed to have been issued on the date of such extension or renewal.

        Section 2.10. The term "sound accounting practice" shall mean recognized
principles of accounting practice followed by companies engaged in a business 
similar to that of the Company, except as otherwise required by any applicable 
rules, regulations or orders of the Georgia Public Service Commission or other 
public regulatory authority having jurisdiction over the accounts of the 
Company, provided that the Company may, at the time, contest in good faith the 
validity or applicability to the Company of any such rule, regulation or order, 
and pending such contest, such rule, regulation or order shall not be 
controlling.

                                   SECTION 3

                                Preferred Stock

        Section 3.01. 4 1/2% Preferred Stock.

        (a) Dividends. Out of any assets of the Company available for dividends,
the holders of the 4 1/2% Preferred Stock shall be entitled to receive, but only
when and as declared by the Board of Directors, dividends at the rate of 4 1/2% 
per annum, and no more. Dividends declared shall be payable quarterly on March 
1, June 1, September 1 and December 1 in each year, to stockholders of record on
a date not more than 30 days prior to such payment date, as may be determined by
the Board of Directors of the Company. Dividends on the 4 1/2% Preferred Stock
shall be cumulative from and including the first day of the quarterly dividend
period in which such shares shall be issued.

        So long as any shares of 4 1/2% Preferred Stock are outstanding, no 
dividends shall be declared or paid upon or set apart for the shares of any
class of Junior Stock, nor any sums applied to the purchase, redemption or other
retirement of any class of Junior Stock, unless full dividends on all shares of
the 4 1/2% Preferred Stock and of any other class of Preferred Stock outstanding
for all past quarterly dividend periods shall have been paid or declared and a
sum sufficient for the payment thereof set apart and the full dividend for the
then current quarterly dividend period shall have been or concurrently shall be
paid or declared and set apart. The amount of any deficiency for past dividend
periods may be paid or declared and set apart at any time without reference to
any quarterly dividend payment date. Unpaid accrued dividends on the 4 1/2%
Preferred Stock shall not bear interest.

        (b) Liquidation. In the event of any liquidation, dissolution or winding
up of the Company or reduction or decrease of its capital resulting in a 
distribution of assets to the holders of any class of Junior Stock, the holders 
of 4 1/2% Preferred Stock shall be entitled to receive the amounts prescribed in
Section 4.02.

        (c) Redemption Provisions. The Company may at its option, expressed by 
resolution of its Board of Directors, redeem the 4 1/2% Preferred Stock in the 
manner provided in Section 4.03(A) at any time or from time to time at $100 per 
share plus a premium of $5.25 per share, together in each case with accrued 
dividends.

        (d) Voting Powers and Other Rights. The holders of 4 1/2% Preferred 
Stock shall have such voting power and other rights and be subject to such 
restrictions and qualifications, as are set forth in Sections 4 to 6, hereof, 
inclusive.

        Section 3.02. 4.60% Preferred Stock.

        (a) Dividends. Out of any assets of the Company available for dividends,
the holders of the 4.60% Preferred Stock shall be entitled to receive, but only 
when and as declared by the Board of Directors, dividends at the rate of 4.60% 
per annum, and no more. Dividends declared shall be payable quarterly on March 
1, June 1, September 1 and December 1 in each year, to stockholders of record on
a date

                                       3
<PAGE>
 
not more than 30 days prior to such payment date, as may be determined by the 
Board of Directors of the Company. Dividends on the 4.60% Preferred Stock shall 
be cumulative from and including the first day of the quarterly dividend period 
in which such shares shall be issued. 

        So long as any shares of 4.60% Preferred Stock are outstanding, no 
dividends shall be declared or paid upon or set apart for the shares of any 
class of Junior Stock, nor any sums applied to the purchase, redemption or other
retirement of any class of Junior Stock, unless full dividends on all shares of 
the 4.60% Preferred Stock and of any other class of Preferred Stock outstanding
for all past quarterly dividend periods shall have been paid or declared and a 
sum sufficient for the payment thereof set apart and the full dividend for the 
then current quarterly dividend period shall have been or concurrently shall be 
paid or declared and set apart. The amount of any deficiency for past dividend 
periods may be paid or declared and set apart at any time without reference to 
any quarterly dividend payment date. Unpaid accrued dividends on the 4.60% 
Preferred Stock shall not bear interest.

        (b) Liquidation. In the event of any liquidation, dissolution or winding
up of the Company or reduction or decrease of its capital resulting in a 
distribution of assets to the holders of any class of Junior Stock, the holders 
of 4.60% Preferred Stock shall be entitled to receive the amounts prescribed in 
Section 4.02.

        (c) Redemption Provisions. The Company may at its option expressed by 
resolution of its Board of Directors redeem the 4.60% Preferred Stock in the 
manner provided in Section 4.03(A) at any time or from time to time at $100 per 
share plus a premium of:

            $4.50 per share if redeemed prior to December 1, 1957,
            $3.50 per share if redeemed on December 1, 1957 or thereafter prior 
                 to December 1, 1962,
            $2.50 if redeemed on December 1, 1962 or thereafter prior to 
                 December 1, 1967, and 
            $1.50 per share if redeemed on or after December 1, 1967; together 
                 in each case with accrued dividends.

        (d) Sinking Fund. The 4.60% Preferred Stock shall be entitled to the 
benefits of a sinking fund as follows:

            A. The Company (unless prevented from so doing by any applicable 
        restriction of law or contained in the Charter of the Company, as
        amended, or in any agreement now existing relating to indebtedness of
        the Company) shall call for redemption on December 1 in each year,
        commencing with the year 1955, at $100 per share, plus accrued dividends
        (hereinafter sometimes called the "sinking fund redemption price"), in
        the manner provided in Section 4.03(A), a number of shares of the 4.60%
        Preferred Stock equal to (i) 3% of the aggregate number of shares of
        such stock originally issued from time to time prior to the October 15
        next preceding such December 1, less (ii) the number of shares for which
        the Company shall have taken credit against such sinking fund obligation
        pursuant to the provisions of subsection B of this Section 3.02(d) and
        shall deposit with a Transfer Agent for such stock, in trust for such
        redemption, at least one day prior to such December 1 an amount of money
        sufficient to redeem at the sinking fund redemption price therof the
        shares so called for redemption on such date.

            Such sinking fund obligation shall be cumulative, so that if on any 
        December 1 on or after December 1, 1955 the Company shall not have
        satisfied to the full extent the sinking fund obligation then due,
        whether by reason of any applicable restriction of the character above
        mentioned or otherwise, then any such deficiency shall be made good on
        December 1 in the succeeding year or years as soon as and to the extent
        permitted by law and any applicable restriction of the character
        aforesaid; and until any such deficiency shall have been so made good no
        dividends shall be declared or paid upon or set apart for the shares of
        any class of Junior Stock, nor any sums applied to the purchase,
        redemption or other retirement of any class of Junior Stock.

            B. The Company shall have the right to satisfy in whole or in part 
        any sinking fund obligation (including any deficiency in any past
        sinking fund obligation) by crediting against such obligation
               (1) any shares of the 4.60% Preferred Stock, purchased or 
            otherwise acquired by the Company, and/or

                                       4

<PAGE>
 
                (2) shares of such stock which shall have redeemed at the 
             optional redemption price thereof,

         such credit to be effected by delivering to a Transfer Agent for the
         4.60% Preferred Stock, not later (except in connection with the
         satisfaction of any sinking fund deficiency) than the October 15 next
         preceeding the December 1 on which there is due any sinking fund
         obligation in respect of which such credit is to be taken, a
         certificate signed by its President or one of its Vice Presidents or
         its Treasurer or one of its Assistant Treasurers, specifying the
         election of the Company to take such credit and stating that no
         previous sinking fund credit has been taken in respect of any such
         shares.

               The Company shall deliver to a Transfer Agent for the 4.60%
         Preferred Stock, within forty-five (45) days after the delivery of any
         such certificate, certificates properly endorsed in blank for transfer
         or accompanied by proper instruments of assignment or transfer in blank
         and bearing all necessary stock transfer tax stamps thereto affixed and
         cancelled, for any shares of such stock purchased or otherwise acquired
         by the Company which are to be used as a credit against the sinking
         fund obligation so to be satisfied.

        (e) Voting Powers and other Rights.  The holders of 4.60% Preferred 
Stock shall have such voting power and other rights and be subject to such
restrictions and qualifications, as are set forth in Sections 4 to 6, hereof,
inclusive.


                                   SECTION 4

          Preferences on Liquidation, Redemption Provisions, Restrictions 
          on Certain Corporate Action, Voting Powers and Other Rights 
          applicable to all classes of Preferred Stock.

        SECTION 4.01.  Dividend Rights.  Dividends in full shall not be paid or 
set apart for payment on any class of the Preferred Stock for any dividend 
period unless dividends in full have been or are contemporaneously paid or set 
apart for payment on all outstanding shares of all classes of Preferred Stock 
for such dividend period and for all prior dividend periods.  When the specified
dividends are not paid in full on any class of Preferred Stock, the shares of 
each class of Preferred Stock shall share ratably in the payment of dividends, 
including accumulations, if any, in accordance with the sums which would be 
payable on said shares if all dividends were paid in full.

        SECTION 4.02.  Liquidation Rights.  In the event of any liquidation 
dissolution or winding up of the Company, or reduction or decrease of its 
capital resulting in a distribution of assets to the holders of any class of 
Junior Stock, whether voluntary or involuntary, the holders of each class of 
Preferred Stock shall be entitled to receive, for each share thereof, the par 
value thereof, plus, in case such liquidation, dissolution, winding up, 
reduction or decrease shall have been voluntary, an amount per share equal to 
the redemption premium that would then be payable to the holders thereof if such
Preferred Stock were to be redeemed at the option of the Company, together in 
each case with accrued dividends, before any distribution of the assets shall be
made to the holders of shares in any class of Junior Stock; but the holders of 
Preferred Stock shall be entitled to no further participation in such 
distribution.  A consolidation or merger of the Company or sale, conveyance, 
exchange or transfer (for cash, shares of stock, securities or other 
consideration) of all or substantially all of the property or assets of the 
Company shall not be deemed a dissolution, liquidation or winding up of the 
Company within the meaning of this Section 4.02.

        SECTION 4.03.  Redemption Provisions.  (A) Preferred Stock shall be 
subject to redemption at the applicable redemption prices provided for each 
class thereof in such amount, at such place and by such method, which, if in 
part, shall be by lot, as shall from time to time be determined by resolution of
the Board of Directors, unless otherwise provided for by an agreement by holders
of all shares of any class of Preferred Stock being redeemed.  Notice of any 
proposed redemption of any class of Preferred Stock shall be given by the 
Company by mailing a copy of such notice, at least thirty (30) days but not more
than

                                       5
<PAGE>
 
ninety (90) days prior to the date fixed for such redemption, to the holders of 
record of any shares of Preferred Stock to be redeemed at their respective 
addresses then appearing on the books of the Company.  On or after the date 
specified in such notice, each holder of shares of Preferred Stock called for 
redemption as aforesaid, shall be entitled to receive therefor the redemption 
price thereof, upon presentation and surrender at the place designated in such 
notice of the certificates for such shares of Preferred Stock held by him,
bearing all necessary stock transfer tax stamps thereto affixed and cancelled, 
and (if required by the Company) properly endorsed in blank for transfer or 
accompanied by proper instruments of assignment or transfer in blank.  On and 
after the date fixed for redemption, if notice is given as aforesaid, and unless
default is made by the Company in providing moneys for payment of the redemption
price, all dividends on the shares called for redemption shall cease to accrue;
and on and after such redemption date, unless default be made as aforesaid, or
on and after the date of earlier deposit by the Company with a bank or trust
company doing business in the City of New York, New York, or in the City of
Atlanta, Georgia, and having a capital and surplus of at least $1,000,000, in
trust for the benefit of the holders of the shares of the Preferred Stock so
called for redemption, of all funds necessary for redemption as aforesaid
(provided in the latter case that there shall have been mailed as aforesaid to
holders of record of shares to be redeemed, a notice of the redemption thereof
or that the Company shall have executed and delivered to each Transfer Agent for
the Preferred Stock or to the bank or trust company with which such deposit is
made an instrument irrevocably authorizing it to mail such notice at the
Company's expense) all rights of the holders of the shares called for redemption
as stockholders of the Company, except only the right to receive the redemption
price, shall cease and determine. Any funds so deposited which shall remain
unclaimed by the holders of such Preferred Stock at the end of six (6) years
after the redemption date, together with any interest thereon which shall have
been allowed by the bank or trust company with which such deposit shall have
been made, shall be paid by it to the Company, and thereafter such holders shall
look only to the Company therefor.

        (B) The Company may, subject to the provisions of paragraph (C) below,
also from time to time purchase shares of Preferred Stock for any sinking fund
provided for the benefit of any class of Preferred Stock and otherwise at not
exceeding the applicable redemption prices thereof at the time in effect and
accrued dividends thereon to the date of purchase, plus customary brokerage
commissions. Shares of Preferred Stock so purchased not used to satisfy sinking
fund obligations may in the discretion of the Board of Directors be reissued or
otherwise disposed of from time to time to the extent permitted by law.

        (C) If and so long as there are dividends in arrears on any shares of
Preferred Stock, the Company shall not redeem or purchase any shares of
Preferred Stock, unless, in the case of redemptions, all of the outstanding
Preferred Stock is redeemed or, in the case of purchases, an offer to purchase
on a comparable basis is made to the holders of all the outstanding Preferred
Stock. If and so long as a default exists in any sinking fund obligation
provided for the benefit of any class or classes of Preferred Stock, the Company
shall not redeem or purchase any shares of Preferred Stock unless,in the case of
redemptions all of the outstanding Preferred Stock of such class or classes is
redeemed or, in the case of purchases, such purchases are solely of such class
or classes of Preferred Stock and are made pursuant to an offer to purchase on a
comparable basis to the holders of all of the outstanding Preferred Stock of
such class or classes.

        SECTION 4.04.  Restrictions on Corporate Action.  (A) So long as any 
Preferred Stock is outstanding, the Company shall not, without the consent 
(given in writing without a meeting or by vote in  person or by proxy at a 
meeting called for the purpose) of the holders of at least two-thirds of the 
aggregate number of shares of all classes of Preferred Stock entitled to vote 
then outstanding--

                (i) Create, authorize or increase the authorized amount of, any
        shares of any class of stock ranking as to dividends or assets prior to
        the Preferred Stock or of any obligation or security convertible into
        stock ranking as to dividends or assets prior to the Preferred Stock; or

                (ii) Reclassify any shares of stock of any class into shares of
        stock of a class ranking as to dividends or assets prior to the
        Preferred Stock or reclassify and shares of any class of Junior Stock
        into shares of Preferred Stock; or

                                       6

<PAGE>
 
             (iii) Amend, change or repeal any of the express terms of the
       Preferred Stock outstanding in any manner prejudicial to the holders
       thereof, except that, if such amendment, change or repeal is prejudicial
       to the holders of less than all classes of Preferred Stock, the consent
       of only the holders of two-thirds of the aggregate number of shares of
       the class or classes thereof entitled to vote then outstanding so
       affected shall be required; or

             (iv) Reduce the par value of the capital allocable to the
       outstanding Preferred Stock, or reduce below the greater of $5,000,000 or
       the aggregate par value of all classes of Preferred Stock at the time
       outstanding the aggregate capital allocable to Junior Stock, except in
       any case where a State or Federal regulatory body having jurisdiction
       shall have required the Company to reduce the book value of its assets
       and in conjunction therewith the capital allocable to one or more classes
       of Junior Stock is to be reduced in an amount or amounts not exceeding in
       the aggregate the amount of such reduction of book value of assets; or

             (v) Issue shares of Preferred Stock in addition to the 20,000
       shares of 4 1/2%  Preferred Stock outstanding and 30,000 shares of
       4.60% Preferred Stock originally issued unless, after giving effect to
       such additional shares,

                    (a) the net income of the Company available for dividends
             for any period of twelve (12) consecutive calendar months within
             the fifteen (15) calendar months immediately preceding the calendar
             month within which such additional shares of stock are to be
             issued, shall have been at least two and one-half (2 1/2) times the
             aggregate annual dividend requirements upon the entire amount to be
             outstanding of Preferred Stock and of any stocks of the Company of
             any class ranking as to dividends prior to the Preferred Stock,

                    (b) the gross income available for payment of interest
             charges for any period of twelve (12) consecutive calendar months
             within the fifteen (15) calendar months immediately preceding the
             calendar month within which such additional shares of stock are to
             be issued, shall have been at least one and one-half (1 1/2) times
             the sum of (1) the aggregate annual interest charges on all
             indebtedness of the Company to be outstanding, and (2) the
             aggregate annual dividend requirements upon the entire amount to be
             outstanding of Preferred Stock and of any stocks of the Company of
             any class ranking as to dividends prior to the Preferred Stock, and

                    (c) the aggregate of the capital of the Company applicable
             to all Junior Stock, plus the capital surplus and earned surplus of
             the Company and plus premiums on capital stock of the Company of
             any class, shall not be less than the aggregate amount payable upon
             involuntary liquidation, dissolution or winding up of the Company
             to the holders of all shares of all classes of Preferred Stock to
             be outstanding.

             In the foregoing computations, there shall be excluded (a) all
       indebtedness and all shares of Preferred Stock to be retired in
       connection with the issue of such additional shares, and (b) all interest
       charges on all indebtedness and dividends requirements on all shares of
       stock to be retired in connection with the issue of such additional
       shares. The net earnings of any property which has been acquired by the
       Company during or after the period for which income is computed, or of
       any property which is to be acquired in connection with the issuance of
       any such additional shares, if capable of being separately determined or
       estimated, may be included on a pro forma basis in the foregoing
       computations; and if within or after the period for which income is
       computed, any substantial portion of the properties of the Company shall
       have been disposed of, the net earnings of such property, if capable of
       being separately determined or estimated, shall be excluded in the
       foregoing computations.

        (B) So long as any Preferred Stock is outstanding, the Company shall 
not, without the consent (given in writing without a meeting or by vote in 
person or by proxy at a meeting called for the purpose) of the holders of a 
majority of the aggregate number of shares of all classes of Preferred Stock 
entitled to vote then outstanding--

             (i) Issue, create or assume (including as an issuance any extension
        or renewal) any unsecured securities (notes, debentures or other
        securities representing unsecured indebtedness other than indebtedness
        maturing not more than one year from the date of issuance, creation or
        assumption of


                                       7

   


<PAGE>
 
        any such unsecured securities) for any purpose, except for the purpose
        of refunding outstanding unsecured securities of such character or
        effecting the retirement, by redemption or otherwise, of outstanding
        shares of the Preferred Stock, or of a class of stock ranking prior
        thereto, if immediately after such issue, creation or assumption the
        total principal amount of all unsecured securities issued, created or
        assumed and then outstanding, including the unsecured securities then to
        be issued but excluding indebtedness maturing not more than one year
        from the date of creation, would exceed ten percent (10%) of the
        aggregate of (i) the total principal amount of all bonds or other
        securities representing secured indebtedness issued, created or assumed
        by the Company and then to be outstanding, and (ii) the total of the
        capital and surplus (including premiums on capital stock) of the Company
        as then to be stated on its books; provided, that any unsecured
        securities issued under any authorization of holders of Preferred Stock
        (and any securities issued to refund the same) shall be excluded from
        the computation of the amount of unsecured securities which may be
        issued, created or assumed within the aforesaid ten percent (10%)
        limitation; or

                (ii) Merge or consolidate with or into any other corporation or
        corporations unless such merger or consolidation, or the issuance and
        assumption of all securities to be issued or assumed in connection with
        any such merger or consolidation, shall have been ordered, approved or
        permitted by a regulatory authority of the United States of America or
        of the State of Georgia having jurisdiction in the premises; provided
        that the provisions of this clause (ii) shall not apply to a purchase or
        other acquisition by the Company of franchises or assets of another
        corporation, in any manner which does not involve a merger or
        consolidation; or

                (iii) Sell lease or otherwise dispose of (except by merger or 
        consolidation) all or substantially all of its property to any person.

        No consent of the holders of any class or classes of Preferred Stock 
hereinabove set forth as specified in paragraphs (A) or (B) shall be required, 
if provision is made for the redemption of all shares of such class or classes 
of Preferred Stock at the time outstanding, or provision is made that the 
proposed action shall not be effective unless provision is made for the 
purchase, redemption or other retirement of all shares of such class or classes 
of Preferred Stock at the time outstanding.

        SECTION 4.05.  Voting Rights.  The holders of Preferred Stock shall not 
be entitled to vote except:

             (a) as provided above under Section 4.04, but in the case of any
        class of Preferred Stock other than the 4 1/2% Preferred Stock and the
        4.60% Preferred Stock, only to the extent, if any, specified in any
        amendment or amendments to the Charter establishing the terms thereof;
                
             (b) as may from time to time be required by laws of Georgia; and

             (c) voting separately as a class for the election of the smallest
        number of directors necessary to constitute a majority of the Board of
        Directors whenever and as often as dividends payable on any Preferred
        Stock outstanding shall be in arrears in an amount equivalent to or
        exceeding four (4) quarterly dividends, which right may be exercised at
        any annual meeting and at any special meeting of stockholders called for
        the purpose of electing Directors, until such time as arrears in
        dividends on the Preferred Stock and the current dividend thereon shall
        have been paid or declared and set apart for payment, whereupon all
        voting rights given by this clause (c) shall be divested from the
        Preferred Stock (subject, however, to being at any time or from time to
        time similarly revived and divested).

        So long as holders of the Preferred Stock shall have the right to elect 
directors under the terms of the foregoing clause (c), the holders of the Common
Stock voting separately as a class shall, subject to the voting rights of any 
other class of Junior Stock, be entitled to elect the remaining directors.

        Whenever, under the provisions of the foregoing clause (c) the right of
holders of the Preferred Stock, if any, to elect directors shall accrue or shall
terminate, the Board of Directors shall, within ten (10) days after delivery to
the Company as its principal office of a request or requests to such effect
signed by the holders of at least five percent (5%) of the outstanding shares of
any class of stock entitled to vote, call a special meeting in accordance with
the By-laws of the Company of the holders of the class


                                       8

        
<PAGE>
 
or classes of stock of the Company entitled to vote, to be held within forty
(40) days from the delivery of such requests, for the purpose of electing a full
Board of Directors to serve until the next annual meeting and until their
respective successors shall be elected and shall qualify; provided, however,
that if the annual meeting of stockholders for the election of directors is to
be held within sixty (60) days after the delivery of such request, the Board of
Directors need not act thereon. If, at any special meeting called as aforesaid
or at any annual meeting of stockholders after accrual or termination of the
right of holders of the Preferred Stock to elect directors as in the foregoing
clause (c) provided, any director shall not be reelected, his term of office
shall end upon the election and qualification of his successor, notwithstanding
that the term for which such director was originally elected shall not at the
time have expired.

        If, during any interval between annual meetings of stockholder for the 
election of directors while holders of the Preferred Stock shall be entitled to 
elect any director pursuant to the foregoing clause (c), the number of directors
in office who have been elected by the holders of the Preferred Stock (voting as
a class) or by the holders of the Common Stock (voting as a class), as the case 
may be, shall become less than the total number of directors subject to election
by holders of shares of such class, whether by reason of the resignation, death 
or removal of any director or directors, or an increase in the total number of 
directors, the vacancy or vacancies shall be filled (1) by the remaining 
directors or director, if any, then in office who either were or was elected by 
the votes of shares of such class or succeeded to a vacancy originally filled by
the votes of shares of such class or (2) if there is no such director remaining 
in office, at a special meeting of holders of shares of such class called by the
President of the Company to be held within forty (40) days after there shall 
have been delivered to the Company at its principal office a request or 
requests signed by the holders of at least five percent (5%) of the outstanding 
shares of such class; provided, however, that such request need not be so acted 
upon if delivered less than sixty (60) days before the date fixed for the annual
meeting of stockholders for the election of directors.

        Any director may be removed from office for cause by vote of the holders
of a majority of the shares of the class of stock which voted for his election
(or for his predecessor in case such director was elected by directors) or by
vote of a majority of the entire Board of Directors but in the latter case the
majority vote of the entire Board so voting must include the votes of a majority
of the other Directors then in office who were either elected by the votes of
shares of such class or succeeded to a vacancy originally filed by the votes of
shares of such class. A special meeting of holders of shares of any class may be
called by a majority vote of the Board of Directors or by the President for the
purpose of removing a director in accordance with the provisions of the
preceding sentence, and shall be called to be held within forty (40) days after
there shall have been delivered to the Company at its principal office a request
or requests to such effect signed by holders of at least five percent (5%) of
the outstanding shares of the class entitled to vote with respect to the removal
of any such director; provided, however, that such request need not be so acted
upon if delivered less than sixty (60) days before the date fixed for the annual
meeting of stockholders for the election of directors.

      SECTION 4.06. Dividend Restrictions on Junior Stock. So long as any shares
of any class of Preferred Stock shall be outstanding, the Company shall not 
declare or pay any dividends on any shares of Junior Stock (other than dividends
payable in shares of Junior Stock) or make any other distribution on any shares 
of Junior Stock or make any expenditures for the purchase, redemption or other 
retirement for a consideration of shares of Junior Stock (other than in exchange
for or from the proceeds of the sale of other shares of Junior Stock and other 
than Junior Stock required to be redeemed or retired for any sinking or 
purchase fund for any class of Junior Stock) except from net income of the 
Company available for dividends on Junior Stock accumulated subsequent to 
September 30, 1950, plus the sum of $100,000, or if after giving effect to such 
declaration, payment, distribution or expenditure the aggregate of the capital 
of the Company applicable to all Junior Stock outstanding, plus the earned 
surplus and capital surplus of the Company and plus premiums on capital stock 
of the Company of any class, is or would thereby become less than the greater of
$5,000,000 or the aggregate amount payable upon involuntary liquidation, 
dissolution or winding up of the Company to the holders of all shares of all 
classes of Preferred Stock at the time outstanding.

                                       9

<PAGE>
 
                                   SECTION 5

                               The Common Stock

     Section 5.01.  Dividends. Out of any assets of the Company available for 
dividends remaining after full cumulative dividends upon all shares of all 
classes of Preferred Stock, and of all classes of Junior Stock (if any) ranking 
as to dividends ahead of the Common Stock, then outstanding, shall have been 
paid, or declared and a sum sufficient for the payment thereof set apart, for 
all past quarterly dividend periods, and after or concurrently with making 
payment of or provision for full dividends on the Preferred Stock and on any 
Junior Stock ranking as to dividends ahead of the Common Stock then outstanding 
for the current quarterly dividend period, and not otherwise, dividends may, 
subject to Sections 3.01(a), 3.02(a) and 4.06, be paid upon the Common Stock to 
the exclusion of the Preferred Stock or of any class of Junior Stock (other than
Common Stock), (any such dividend and/or payment being hereinafter called 
"Common Stock Dividend"), within the following limitations:

         (a) No Common Stock Dividend shall be declared in an amount which,
     together with all other Common Stock Dividends declared in the year ending
     on (and including) the date of the declaration of such Common Stock
     Dividend, would in the aggregate exceed (1) fifty percent (50%) of the net
     income of the Company available for dividends on the Common Stock for any
     period of twelve (12) consecutive calendar months within the fifteen (15)
     calendar months immediately preceding the declaration of such Common Stock
     Dividend, if at the end of such twelve (12) months' period the ratio
     (herein referred to as the "Capitalization Ratio") of the Common Stock
     Equity of the Company to the Capitalization, after adjustment, in each
     case, of the surplus accounts to reflect payment of such Common Stock
     Dividend, would be less than twenty percent (20%); or (2) seventy-five
     percent (75%) of the net income of the Company available for dividends on
     the Common Stock for any such period of twelve (12) consecutive calander
     months, if the Capitalization Ratio at the end of such period, after such
     adjustment, would be twenty percent (20%) or more, but less than twenty-
     five percent (25%);

         (b) If the Capitalization Ratio at the end of such twelve (12) months'
     period, adjusted as provided in clause (a), would be in excess of twenty-
     five percent (25%), no Common Stock Dividend shall be declared which would
     reduce the Capitalization Ratio to less than twenty-five percent (25%);
     provided, however, that even though such Common Stock Dividend would reduce
     the Capitalization Ratio to less than 25%, such Common Stock Dividend may
     be declared to the extent that the same, together with all Common Stock
     Dividends declared within the year ending with (and including) the date of
     declaration of such Common Stock Dividend, does not exceed the applicable
     percentage of the net income of the Company available for dividends on the
     Common Stock for any twelve (12) consecutive calendar months within the
     fifteen (15) calendar months immediately preceding such Common Stock
     Dividends permitted under (a) above.
 
     Section 5.02. Distribution of Assets. In the event of any liquidation,
dissolution or winding up of the Company, or any reduction or decrease of its
capital resulting in a distribution of assets to the holders of the Common
Stock, after there shall have been paid to or set aside for the holders of
Preferred Stock and of any Junior Stock outstanding (other than Common Stock)
the full preferential amounts to which they are respectively entitled, the
holders of the common Stock shall be entitled to receive, pro rata, all of the
remaining assets of the corporation available for distribution to its
stockholders. The Board of Directors by vote of a majority of the members
thereof, may distribute in kind to the holders of the Common Stock such
remaining assets of the Company or may sell, transfer or otherwise dispose of
all or any of the remaining property and assets of the Company to any other
corporation or person and receive payment therefor wholly or partly in cash
and/or in stock and/or in obligations of such corporation and may sell all or
any part of the consideration received therefor or distribute the same and/or
the balance thereof in kind to the holders of the Common Stock.


                                      10

<PAGE>
 
                                   SECTION 6

                                 Miscellaneous

      Section 6.01.  Voting Provisions. At any meeting of the holders of the 
Preferred Stock which shall be called for any purpose, pursuant to Section 4, 
the presence in person or by proxy of the holders of the majority of the issued 
and outstanding shares of all classes of Preferred Stock (or, in the case of 
a meeting of stockholders of less than all classes of Preferred Stock, a 
majority of the issued and outstanding shares of all such classes of Preferred 
Stock entitled to vote at such meeting) shall be necessary for a quorum, 
provided, however, that if such quorum shall not be obtained at such meeting or 
at any adjournment thereof within thirty (30) days from the date of the meeting 
as originally called, then the presence in person or by proxy of the holders of 
one-third of the issued and outstanding shares of the classes of Preferred Stock
entitled to vote at the meeting shall be sufficient for a quorum.

     At all elections of Directors each holder of any class of stock entitled to
vote shall be entitled to as many votes as shall equal (1) the number of votes 
such holder would have (except for the provisions of this paragraph) multiplied 
by (2) the number of Directors to be elected by the holders of stock of such 
class, and may cast all of such votes for a single director or may distribute 
them among the number to be voted for, or any two or more of them as such holder
may see fit.

     Each holder of Preferred Stock, as to all matters in respect of which such 
stock has voting power, shall be entitled to one vote for each share of stock 
standing in his name; provided that if there shall be several classes of 
Preferred Stock outstanding which have different par values per share, for the 
purposes of all votes or consents contemplated in Section 4 the class having 
the lowest par value per share shall be entitled to one vote per share and each 
other class shall be entitled to a number of votes per share so that the number 
of votes for each share of any such class bears the same proportion to the par 
value per share thereof.

     Subject to the voting rights expressly conferred upon the Preferred Stock 
by Section 4 and the voting rights of any other class of Junior Stock 
outstanding, the holders of Common Stock shall exclusively possess full voting 
rights for the election of Directors and for all other purposes and each holder 
shall be entitled to one vote for each share thereof standing in his name.

     Except as herein expressly provided, or mandatorily provided by the laws of
Georgia, a quorum of any class or classes of stock entitled to vote as a class
at any meeting shall consist of a majority of such class or classes, as the case
may be, and a plurality vote of such quorum shall govern.

     No holders of any class of dtock shall be entitled to receive notice of any
meetings of holders of any other class of stock at which they are not entitled 
to vote.

     Section 6.02.  Reserves. The Board of Directors shall have authority from 
time to time to set apart out of any assets of the Company otherwise available 
for dividends a reserve or reserves as working capital or for any other purpose 
or purposes, and to reduce, abolish or add to any such reserve or reserves from 
time to time as said board may deem to be in the interests of the Company; and 
said Board shall likewise have power to determine in its discretion what part of
the assets of the Company available for dividends in excess of such reserve or 
reserves shall be declared as dividends and paid to the stockholders of the 
Company.
                   
     Section 6.03.  Preemptive Rights. No holder of stock, or of rights or
options to purchase stock, of the Company of any class, as such, shall have any
preemptive or preferential right to purchase or subscribe to any shares of
stock, or rights or options to purchase stock, of the Company of any
class,whether now or hereafter authorized, or any obligations convertible into
stock, or into rights or options to purchase stock of the Company (including any
notes, bonds or other evidences of indebtedness to which are attached or with
which are issued warrants or other rights to purchase any stock of the Company),
issued or sold, or any right of subscription to any thereof other than such, if
any, as the Board of Directors in its discretion may from time to time fix; and
shares of stock, rights or options to purchase stock, or obligations convertible
into stock or into rights or options to purchase stock, of the Company

                                      11
<PAGE>
 
may from time to time be issued and sold to such parties, whether stockholders 
or others, as the Board of Directors in its sole discretion may determine, and 
in the event the Board of Directors determines to issue or sell any thereof to 
stockholders at any time, the same may be offered to holders of any class or 
classes of stock exclusively or to the holders of all classes of stock, and, if 
offered to more than one class of stock, in such proportions as between said 
classes of stock, as the Board of Directors in its discretion may determine; 
provided, however, that if the Board of Directors shall at any time determine to
offer for cash any shares of Common Stock, whether now or hereafter authorized, 
or to offer for cash any securities convertible into Common Stock of the Company
other than by a public offering of such shares or securities to or through 
underwriters or investment bankers who agree to make a public offering of such 
shares or securities, the right to purchase the same shall first be offered to 
the holders of record, on a date to be fixed by the Board of Directors for such 
purpose, of the outstanding shares of Common Stock, pro rata upon terms not 
less favorable to such holders than those upon which the Board of Directors 
shall authorize the issue of such shares or securities to others than holders of
record of the Common Stock; and, provided further, that the time within which 
the holders of record of the Common Stock may exercise such rights shall be 
determined by the Board of Directors but shall in no event be less than twenty 
(20) days after the date of mailing of notice that such rights are available. No
alteration, amendment or repeal of any of the provisions of this Section 6.03 
shall be effected without the written consent or the affirmative vote of the 
holders of at least two-thirds of the issued and outstanding shares of Common 
Stock, such vote being taken at a meeting called for the purpose.

     SECTION 6.04.  Duplicate Certificates.  No holder of shares of any class of
stock shall have any right to the issue of a duplicate or other certificate for 
any of such shares to replace a certificate or certificates represented to have 
been lost, stolen or destroyed unless there shall first be delivered to the 
Company a bond of indemnity in such form, for such amount and with such surety 
or sureties as the Board of Directors may approve.

     SECTION 6.05.  Scrip Certificates.  No certificates for fractional shares 
of any class of stock shall be issued. In lieu thereof scrip certificates may be
issued by the Company representing rights to such fractional shares and 
exchangeable, when accompanied by other certificates in such amount as to 
represent in the aggregate one or more full shares of stock, for certificates 
for full shares of stock. The holders of scrip certificates will not be entitled
to any rights as stockholders of the Company until the scrip certificates are so
exchanged. Such scrip certificates may, at the election of the Board of 
Directors of the Company, be in bearer form, shall be non-dividend bearing, 
non-voting and shall have such expiration date as the Board of Directors of the 
Company shall determine at the time of the authorization or issuance of such 
scrip certificates.

     SECTION 6.06.  Amendments of Charter.  Unless otherwise required by law and
subject to the rights of any class of stock hereafter created, the Company's 
Charter may, 

          (a) without any vote or consent of holders of Preferred Stock, be
     amended to increase the maximum number of shares of Preferred Stock and to
     create and authorize a number of shares of one or more different classes
     of Preferred Stock with terms and provisions permitted by and consistent
     with Section 2.01; or

          (b) without any vote or consent of holders of Preferred Stock except 
     as provided in Section 4.04, be amended in any other respect.

To make and effect any Charter amendment, such amendment shall be adopted by the
vote of the holders of a two-thirds majority of the Common Stock of the Company 
or by the holders of such lesser number of shares of Common Stock as may at the 
time be permitted by law so to amend the Charter.

                                      12
<PAGE>
 
        The undersigned, Jas. H. Motz, Secretary of Atlanta Gas Light Company, 
certifies that the foregoing resolution of the Stockholders of Atlanta Gas Light
Company to which this certificate is attached was adopted at a special meeting 
of the Stockholders of Atlanta Gas Light Company held on the 25th day of 
November, 1952, the said special meeting of the Stockholders having been called 
for the purpose of considering the foregoing resolution. At said special meeting
of the Stockholders the holders of the Common Stock of Atlanta Gas Light Company
voted as a class and more than two-thirds (2/3) of the Common Stock of Atlanta 
Gas Light Company was voted favorably for said amendment and at said special 
meeting of the Stockholders the holders of the Preferred Stock of Atlanta Gas 
Light Company voted as a separate class and more than two-thirds (2/3) of the 
Preferred Stock of Atlanta Gas Light Company was voted favorably for said 
amendment. The said resolution to amend the charter of Atlanta Gas Light Company
was adopted by the vote of the holders of more than a two-thirds (2/3) majority 
of the Common Stock of Atlanta Gas Light Company and by the holders of more than
a two-thirds (2/3) majority of the Preferred Stock of Atlanta Gas Light Company.

        IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas Light 
Company, has hereunto set his hand and affixed the seal of Atlanta Gas Light 
Company, this 25th day of November, 1952.


(Seal)
                                       /s/ Jas. H. Motz
                           ----------------------------------------------------
                           Jas. H. Motz, Secretary of Atlanta Gas Light Company
<PAGE>
 
     The foregoing petition of Atlanta Gas Light Company to amend its charter 
was presented to this Court and examined.

     It appearing to the Court that said petition is in accord with the laws of 
the State of Georgia made and provided in such causes, that the Common 
Stockholders of Atlanta Gas Light Company adopted the resolution attached to the
petition as Exhibit "A" to authorize this amendment to its charter at a special 
meeting of the Stockholders called for said purposes, notice of which was duly 
and legally given, by a favorable vote for and consent to said amendment by the 
vote of the holders of more than two-thirds (2/3) if the Common Stock of Atlanta
Gas Light Company and that the Preferred Stockholders of Atlanta Gas Light
Company adopted the resolution attached to the petition as Exhibit "A" to
authorize this amendment to its charter at a special meeting of the Stockholders
called for said purpose, notice of which was duly and legally given, by
favorable vote for consent to said amendment by the vote of the holders of more
than two-thirds (2/3) of the Preferred Stock of Atlanta Gas Light Company have
been done and exist and said resolution is found by the Court to be lawful.

     NOW, THEREFORE, it is considered, ordered and adjudged that the charter of
Atlanta Gas Light Company is amended as set forth in the foregoing petition and
the resolution of the Stockholders of Atlanta Gas Light Company attached thereto
marked Exhibit "A".

     This 25th day of November, 1952.

                                              /s/ Walter C. Hendrix 
                                          ......................................
                                          Judge Superior Court, Atlanta Circuit.


                           FILED IN OFFICE, THIS THE
                              25 day of Nov 1952
                           ......      .............
                                  D.W. Brown.
                           .........................
 
<PAGE>
 


State of Georgia ) 
                 ) ss.:
County of Fulton ) 

     I, J. W. Simmons, Clerk of the Superior Court of Fulton County, Georgia, do
hereby certify that the within and foregoing is a true and correct copy of 
petition of Atlanta Gas Light Company for Charter amendment and the order of 
Court thereon allowing same, all of which appears of file and record in this 
office.

     Witness my hand and seal of office this the 25 day of Nov. 1952.

(SEAL)

                                        J. W. Simmons
                                Clerk of Superior Court, Fulton County, Georgia


                                      15
<PAGE>
 
                               STATE OF GEORGIA

                         OFFICE OF SECRETARY OF STATE

    I, BEN W. FORTSON, JR., SECRETARY OF STATE OF THE STATE OF GEORGIA, DO 
HEREBY CERTIFY, THAT the Charter of "Atlanta Gas Light Company", was on the 25th
day of November, 1952, duly amended under the laws of the State of Georgia by 
the Superior Court of Fulton County, in accordance with the certified copy 
hereto attached, and that a certified copy has been duly filed in the office of 
the Secretary of State and the fees therefor paid, as prescribed by law.

           In Testimony Whereof, I have hereunto set my hand and affixed the
      seal of my office, at the Capital, in the City of Atlanta, this 25th day
      of November, in the year of our Lord One Thousand Nine Hundred and Fifty-
      two and of the Independence of the United States of America the One
      Hundred and Seventy-seventh.

                                                BEN W. FORTSON, JR.

                                     Secretary of State, Ex-Officio Corporation
                                     Commissioner of the State of Georgia.

                                      16
<PAGE>
 
                                                      No. 26153
 
     TO THE HONORABLE THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA

        This the petition of Atlanta Gas Light Company show respectfully unto 
the Honorable the Superior Court of Fulton County, Georgia as follows:

                                      1.

        Atlanta Gas Light Company is a corporation organized and existing under
the laws of the State of Georgia with its principal office in Fulton County,
Georgia. Its charter was granted by an Act of the General Assembly of the State
of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 et
seq.). This charter was amended by an Act of the General Assembly approved
October 14, 1889, Georgia Laws 1888-1889, pages 1398 et seq.). Thereafter the
charter of Atlanta Gas Light Company was amended by the Superior Court of Fulton
County, Georgia, by its orders dated respectively December 17, 1919, April 20,
1929, October 22, 1929, September 13, 1935, October 15, 1943, November 22, 1943,
October 17, 1947, August 14, 1951 and November 25, 1952.

                                      2.

        At a meeting of the stockholders of Atlanta Gas Light Company held on 
the 7th day of December, 1955, notice of which meeting and the purpose thereof 
was duly and legally given, resolutions were adopted in each case by the vote of
the holders of more than two-thirds (2/3) of the Common Stock of Atlanta Gas 
Light Company entitled to vote thereon that the charter of Atlanta Gas Light 
Company be amended in the manner set forth in said resolutions, a duly certified
copy of which is attached to this petition marked Exhibit "A" and made a part of
this petition and paragraph.


<PAGE>
 
        WHEREFORE, petitioner prays that its charter be amended in the manner 
set forth in said resolution and that an order of this Honorable Court be 
entered granting the prayers of this petition and so amending petitioner's 
charter.


                                         Moise, Post & Gardner
                                         ---------------------------------------
                                         Attorneys for Atlanta Gas Light Company
















                                      -2-
<PAGE>
 
                                   EXHIBIT A

     RESOLVED, by the Common Stockholders of Atlanta Gas Light Company, at a 
meeting duly and legally called, assembled and held, that the Charter, as 
amended, of Atlanta Gas Light Company be further amended by eliminating 
therefrom all of the provisions of Section 1.01, as amended, and inserting in 
lieu thereof a new Section 1.01 to read as follows:

         "Section 1.01. The maximum number of shares of Capital Stock of Atlanta
     Gas Light Company (hereinafter referred to as the "Company") authorized to
     be outstanding at any one time is as follows:

           1,000,000 shares of Common Stock of the par value of $10 per share,

           20,000 shares of 41/2% Cumulative Preferred Stock of the par value of
        $100 per share (hereinafter referred to as the "41/2% Preferred Stock"),

           30,000 shares of 4.60% Cumulative Preferred Stock of the par value of
        $100 per share (hereinafter referred to as the "4.60% Preferred Stock"),
        and

           30,000 shares of the 4.44% Cumulative Preferred Stock of the par
        value of $100 per share (hereinafter referred to as the "4.44% Preferred
        Stock").

         The preferences, voting powers, restrictions, limitations and
     qualifications of the different classes of Capital Stock shall be as
     follows: "

     RESOLVED, that the Charter, as amended, of Atlanta Gas Light Company be 
further amended by the addition of a new Section under Section 3 to be 
designated as Section 3.03 and to read as follows:

         "Section 3.03. 4.44% Preferred Stock.



     (a) Dividends.

         Out of any assets of the Company available for dividends, the holders 
of the 4.44% Preferred Stock shall be entitled to receive, but only when and as 
declared by the Board of Directors, dividends at the rate of 4.44% per annum, 
and no more. Dividends declared shall be payable quarterly on March 1, June 1, 
September 1 and December 1 in each year, to Stockholders of record on a date not
more than 30 days prior to such payment date, as may be determined by the Board 
of Directors of the Company. Dividends on the 4.44% Preferred Stock shall be 
cumulative from and including the first day of the quarterly dividend period in 
which such shares shall be issued.

         So long as any shares of 4.44% Preferred Stock are outstanding, no
dividends shall be declared or paid upon or set apart for the shares of any
class of Junior Stock, nor any sums applied to the purchase, redemption or other
retirement of any class of Junior Stock, unless full dividends on all shares of
the 4.44% Preferred Stock and of any other class of Preferred Stock outstanding
for all past quarterly dividend periods shall have been paid or declared and a
sum sufficient for the payment thereof set apart and the full dividend for the
then current quarterly dividend period shall have been or concurrently shall be
paid or declared and set apart. The amount of any deficiency for the past
dividend periods may be paid or declared and set apart at any time without
reference to any quarterly dividend payment date. Unpaid accrued dividends on
the 4.44% Preferred Stock shall not bear interest.

     (b) Liquidation.
 
         In the event of any liquidation, dissolution or winding up of the 
Company or reduction or decrease of its capital resulting in a distribution of 
assets to the holders of any class of Junior Stock, the holders of 4.44% 
Preferred Stock shall be entitled to receive the amounts prescribed in Section 
4.02.
<PAGE>
 
(c)  Redemption Provisions.

     The Company may at its option expressed by resolution of its Board of 
Directors redeem the 4.44% Preferred Stock in the manner provided in Section 
4.03 (A) at any time or from time to time at $100 per share plus a premium of:

     $6.75 per share if redeemed prior to December 1, 1960;

     $5.75 per share if redeemed on December 1, 1960 or thereafter and prior to 
     December 1, 1965;

     $4.75 per share if redeemed on December 1, 1965 or thereafter and prior to 
     December 1, 1970; and

     $4.25 per share if redeemed on or after December 1, 1970; together in each 
case with accrued dividends.


(d)  Purchase Fund.

     The 4.44% Preferred Stock shall be entitled to the benefits of a Purchase 
     Fund as follows:

     The Company (unless prevented from so doing by any applicable restriction 
of law or contained in the Charter of the Company, as amended, or in any 
agreement now existing relating to indebtedness of the Company) will each year, 
beginning in 1957, so long as any shares of the 4.44% Preferred Stock are 
outstanding, make an offer (hereinafter called a "Purchase Offer") to the 
holders of shares of the 4.44% Preferred Stock to purchase on December 1 in each
such year 900 shares (less the number of shares, if any, purchased for surrender
in accordance with the provisions of the following paragraph) of said 4.44% 
Preferred Stock at prices up to but not exceeding $102.25 per share. The 
obligation of the Company to make annually the above-mentioned Purchase Offer 
and to purchase shares of the 4.44% Preferred Stock of the Company tendered for 
sale in accordance with the terms thereof, is hereinafter referred to as the 
"Purchase Fund Obligation."

     In addition to or in lieu of making a Purchase Offer, a Purchase Fund 
Obligation may also be satisfied in whole or in part by the purchase by the 
Company, if obtainable, at not exceeding $102.25 per share and accrued dividends
to the date of purchase and the surrender for cancellation to the Transfer Agent
for the 4.44% Preferred Stock on or before December 1 in each such year of 
certificates for not more than 900 shares of said 4.44% Preferred Stock.

     Beginning on or prior to October 15, 1957 and on or prior to October 15 
in each year thereafter, the Company shall furnish the Transfer Agent for the 
4.44% Preferred Stock with a certificate signed by the President, or a Vice 
President, or the Treasurer, or an Assistant Treasurer of the Company stating 
(a) the number of shares of the 4.44% Preferred Stock, if any, purchased by the 
Company and to be surrendered on or prior to December 1 in such year, and that 
said shares had been purchased by the Company at prices not exceeding $102.25 
per share plus accrued dividends to the date of purchase and (b) that the 
Company will make an offer to the holders of its outstanding 4.44% Preferred 
Stock to purchase a number of shares of the 4.44% Preferred Stock, if any, 
sufficient to satisfy the Purchase Fund Obligation (or the balance thereof as 
the case may be) for such year.

     If the certificate filed in any such year shall state that a Purchase Offer
is to be made in such year the Transfer Agent for the 4.44% Preferred Stock 
shall on or prior to November 1 of such year mail to the holders of record of 
the 4.44% Preferred Stock at the close of business on the day preceding such 
mailing, a notice, in the name of the Company, that the Company will on December
1 of such year accept offers to sell the number of shares required to satisfy 
the Purchase Fund Obligation then due at prices not exceeding $102.25 per share.
The Company may require, and in such event said notice shall specify, that each 
offer to sell shares of the 4.44% Preferred Stock shall be accompanied by the 
certificate or certificates for the shares so offered, together with evidence 
satisfactory to the Transfer Agent of the right of the holder of such shares to 
so sell the same to the Company.

<PAGE>
 
     In any year in which a Purchase Offer is made, the Transfer Agent shall on 
December 1 of such year, on behalf of the Company, accept offers to sell shares 
of the 4.44% Preferred Stock received by it up to the full number of shares 
covered by the Purchase Offer upon such basis as will result in the lowest 
aggregate cost to the Company.  The Transfer Agent shall accept offers made at 
the same price on a pro rata basis, as nearly as practicable.  In the event any 
person whose offer is accepted shall thereafter fail to make good such offer 
said Transfer Agent shall to the extent possible accept in lieu thereof the best
offer or offers, if any, theretofore received and not therefore accepted.

     On or prior to December 1 in each year in which a Purchase Offer shall have
been made, the Company shall surrender to the Transfer Agent for the 4.44% 
Preferred Stock, for cancellation, certificates for the number of shares of 
4.44% Preferred Stock, if any, specified in the certificate for such year as 
having been purchased by the Company for surrender to the Transfer Agent and 
deposit with said Transfer Agent cash sufficient to purchase shares of 4.44% 
Preferred Stock, if any, accepted for purchase pursuant to the Purchase Offer 
made in such year and thereafter shall deposit additional funds required to 
carry out the Purchase Offer for such year.  The Transfer Agent shall, on or 
before the next succeeding January 2, return to the Company any funds deposited 
with it and not used or required to purchase shares of the 4.44% Preferred Stock
pursuant to the Purchase Offer for such year.  The Purchase Fund Obligation in 
any year shall be deemed to be fully satisfied if the Company shall have 
complied with the provisions of this Section 3.03 (d) notwithstanding that the 
total number of shares purchased by it shall be less than the total number of 
shares covered by the Company's Purchase Offer for that year because 
insufficient offers to sell were received by it.

     Purchase Fund Obligations shall be cumulative to the extent that if in any 
year the Company fails to make and carry out a Purchase Offer, if and to the 
extent a Purchase Offer is required to be made in such year, such failure shall 
be made good in the manner hereinafter set forth before any dividends shall be 
declared, paid upon, or set apart for any shares of Junior Stock or any sums 
applied to the purchase, redemption or other retirement of Junior Stock.  Any 
such failure may be made good at any time by the making and carrying out of a 
special offer (hereinafter called a "Special Purchase Offer") to purchase at a
price of $102.25 per share plus accrued dividends, if any, to the date of
purchase, the number of shares of 4.44% Preferred Stock as to which failure
exists and, to that end, the Company shall file with the Transfer Agent a
certificate signed by the President or a Vice President or the Treasurer or an
Assistant Treasurer of the Company, specifying a date, not less than 45 days
after the date of filing of such certificate, on which offers to sell shares of
the 4.44% Preferred Stock will be accepted. Special Purchase Offers shall
otherwise be made and carried out on not less than 30 days notice and in the
same manner as hereinabove provided for Purchase Offers to be carried out on
December 1.

     Shares of the 4.44% Preferred Stock purchased pursuant to any Purchase 
Offer, or Special Purchase Offer, or surrendered in whole or partial 
satisfaction of a Purchase Fund Obligation in any year, shall be cancelled and 
shall not be reissued as shares of said class.



(e)  Voting Powers and Other Rights.

     The holders of the 4.44% Preferred Stock shall have such voting powers and 
other rights and be subject to such restrictions and qualifications as are set 
forth in Sections 4 to 6 hereof, inclusive."
<PAGE>
 
     The undersigned, JAS. H. MOTZ, Secretary of Atlanta Gas Light Company, 
                      ------------
certifies that the foregoing resolutions of the stockholders of Atlanta Gas 
Light Company to which this certificate is attached were adopted at a special 
meeting of the stockholders of Atlanta Gas Light Company held on the 7th day of 
December, 1955, the said special meeting of the stockholders having been called 
for the purpose of considering the foregoing resolutions to amend the Charter of
Atlanta Gas Light Company.  At said special meeting of stockholders more than 
two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company was voted 
favorably for said resolutions.

     IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas Light 
Company, has hereunto set his hand and affixed the seal of Atlanta Gas Light 
Company, this 7th day of December, 1955.



                                           /s/ Jas. H. Motz        (SEAL)
                                    ------------------------------------------
                                        Secretary of Atlanta Gas Light Company
<PAGE>
 
     The foregoing petition of Atlanta Gas Light Company to amend its charter 
was presented to this court and examined.

     It appearing to the court that said petition is in accord with the laws of 
the State of Georgia made and provided in such causes, that the Common 
Stockholders of Atlanta Gas Light Company adopted the resolutions attached to 
the petition as Exhibit "A" to authorize this amendment to its charter at a 
special meeting of the stockholders called for said purpose, notice of which was
duly and legally given, by a favorable vote for and consent to said amendment by
the vote of the holders of more than two-thirds (2/3) of the Common Stock of 
Atlanta Gas Light Company and that all acts and things necessary or proper to 
effect such amendment to the charter of Atlanta Gas Light Company have been done
and exist and said resolutions are found by the court to be lawful.

     NOW, THEREFORE, it is considered, ordered and adjudged that the charter of 
Atlanta Gas Light Company is amended as set forth in the foregoing petition and 
the resolutions of the stockholders of Atlanta Gas Light Company attached 
thereto marked Exhibit "A".

     This 7th day of December, 1955.


                                           Geo. P. Whitman Sr.
                                    --------------------------------------
                                       Judge Superior Court, Atlanta Circuit.


Filed in office this the 7th day of Dec. 1955.

N. A. Lanford, D. Clk
<PAGE>
 
         TO THE HONORABLE THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA


           This the petition of ATLANTA GAS LIGHT COMPANY shows respectfully 
                                -------------------------
unto the Honorable the Superior Court of Fulton County, Georgia, as follows:

                                      1.

           Atlanta Gas Light Company is a corporation organized and existing 
under the laws of the State of Georgia with its principal office in Fulton 
County, Georgia.  Its charter was granted by an Act of the General Assembly of 
the State of Georgia approved February 16, 1856 (Georgia Laws 1855-1856, pages
420 et seq.). This charter was amended by an Act of the General Assembly
approved October 14, 1889 (Georgia Laws 1888-1889, pages 1398 et seq.).
Thereafter the charter of Atlanta Gas Light Company was amended by the Superior
Court of Fulton County, Georgia, by its orders dated respectively December 17,
1919, April 20, 1929, October 22, 1929, September 13, 1935, October 15, 1943,
November 22, 1943, October 17, 1947, August 14, 1951, November 25, 1952, and
December 7, 1955.


                                      2.

           At the regular annual meeting of the stockholders of Atlanta Gas 
Light Company held on the 22nd day of January, 1957, notice of which meeting and
the purpose thereof was duly and legally given, a resolution was adopted by the 
vote of the holders of more than two-thirds (2/3) of the Common Stock of Atlanta
Gas Light Company entitled to vote thereon that the charter of Atlanta Gas Light
Company be amended in the manner set forth in said resolution, a duly certified 
copy of which is attached to this petition marked Exhibit "A" and made a part of
this petition and paragraph.  More than two-thirds (2/3) of the Common Stock of 
Atlanta Gas Light Company was voted in favor of each and every one of the four 
amendments to the charter of
<PAGE>
 
Atlanta Gas Light Company referred to in said resolution.

           WHEREFORE, petitioner prays that its charter be amended in the manner
set forth in said resolution and that an order of this Honorable Court be 
entered granting the prayers of this petition and so amending petitioner's 
charter.




                                        /s/ Moise Post & Gardner
                                     -----------------------------------------
                                     ATTORNEYS FOR ATLANTA GAS LIGHT COMPANY
<PAGE>
 
                                  EXHIBIT "A"
                                  -----------


                                       I

               RESOLVED, by the Common Stockholders of Atlanta Gas Light
Company, at a meeting duly and legally called, assembled and held, that the
Charter, as amended, of Atlanta Gas Light Company be further amended by
eliminating therefrom all of the provisions of Section 1.01 of the amendment to
the Charter granted by order of the Superior Court of Fulton County dated
November 25, 1952, as heretofore amended, and inserting in lieu thereof a new
Section 1.01 to read as follows:

               "Section 1.01. The maximum number of shares of Capital Stock of
  Atlanta Gas Light Company (hereinafter referred to as the "Company"),
  authorized to be outstanding at any one time is a follows:

               "2,000,000 shares of Common Stock of the par value of $10 per
     share,

               "20,000 shares of 4-1/2% Cumulative Preferred Stock of the par
     value of $100 per share (hereinafter referred to as the "4-1/2% Preferred
     Stock"),

               "30,000 shares of 4.60% Cumulative Preferred Stock of the par 
     value of $100 per share (hereinafter referred to as the "4.60% Preferred 
     Stock"), and

               "30,000 shares of 4.44% Cumulative Preferred Stock of the par
     value of $100 per share (hereinafter referred to as the "4.44% Preferred
     Stock").

               "The preferences, voting powers, restrictions, limitations and
     qualifications of the different classes of Capital Stock shall be as 
     follows:"

                                      II

               RESOLVED, that the Charter, as amended, of Atlanta Gas Light 
Company be further amended by eliminating from the first sentences of Section 
6.03 of the amendment to the Charter granted by order of the Superior Court of 
Fulton County dated November 25, 1952, the word and figures "twenty (20)", and 
inserting in lieu thereof the word and figures "fourteen (14)".
          
                                      III

               RESOLVED, that without depriving Atlanta Gas Light Company of 
full power and authority to issue bonds or other evidences of indebtedness and 
to secure the same by mortgage upon any or all or its property, real and 
personal, rights, privileges and franchises, which power said Company shall 
have, the Charter of Atlanta Gas Light Company, as amended, shall be further 
amended by striking therefrom the following:
<PAGE>
 
                             (a)  The last sentence of Section II of the Act of
                   the General Assembly of the State of Georgia approved October
                   14, 1889, amending the Charter of Atlanta Gas Light Company,
                   which sentence reads as follows:

                             "Such bonds and mortgage shall be executed and
                   acknowledged by such officers of the Company as may be
                   designated for the purpose by the Board of Directors, but the
                   issue of said bonds and the execution of such mortgage or
                   mortgages shall, in every case, be first authorized and
                   directed at a meeting of the stockholders duly called for the
                   purpose."

                             (b)  That part of paragraph 4 of the petition of
                   Atlanta Gas Light Company to amend its Charter filed in the
                   Superior Court of Fulton County November 17,1919, which part
                   to be so stricken reads as follows:

                             "That said corporation in addition shall have full
                        power and authority to issue bonds or other evidences of
                        indebtedness, and to secure the same by mortgage upon
                        any or all of its property, real and personal, rights,
                        privileges and franchises, and to such amount as it may
                        be necessary whenever duly authorized by the stockholder
                        or petitioner;


                             "That it further have express power and authority 
                        to either lease or mortgage its property, real and
                        personal, and its franchises, and to execute conveyances
                        appropriate to such purposes when so authorized by 
                        three-fourths vote of the entire voting stock of
                        petitioner, or whenever any such action may be ratified
                        by such vote."


                                              IV

                             RESOLVED, that the Charter, as amended, of Atlanta
                   Gas Light Company be further amended by striking therefrom 3.
                   Section III of the Act of the General Assembly of the State
                   of Georgia approved February 16, 1856, granting a charter to
                   Atlanta Gas Light Company, which Section reads as follows:

                             "3. Section III. And be it further enacted, that
                        the capital of said corporation shall be divided into
                        shares of twenty-five dollars each and be transferable
                        only on the transfer book of the Company, and until such
                        transfer is regularly made thereon, shall be held bound
                        and liable for all debts due and owing to the
                        corporation by the holder thereof, and by order of the
                        Directors on conformity to such by-laws as the
                        Stockholders may adopt in relation thereto, may be sold
                        at public auction for the purpose of paying any debts or
                        debts due by the individual Stockholders to the Company,
                        they accounting to such Stockholders for any surplus of
                        the proceeds of such sale remaining after the payment of
                        such debt or debts.


<PAGE>
 
        The undersigned, JAS. H. MOTZ, Secretary of Atlanta Gas Light Company, 
                         ------------
certifies that the foregoing resolution of the stockholders of Atlanta Gas Light
Company, to which this certificate is attached, was adopted at the regular 
annual meeting of the stockholders of Atlanta Gas Light Company held on the 22nd
day of January, 1957, notice of the purpose of said meeting having included a 
notice of the purpose to amend the charter of Atlanta Gas Light Company as set 
forth in said resolution. At said meeting of the stockholders the holders of 
more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company 
voted favorably for said resolution.

        IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas Light 
Company, has hereunto set his hand and affixed the seal of Atlanta Gas Light 
Company, this 22nd day of January, 1957.



                                             /s/ Jas. H. Motz           (SEAL)
                                    -----------------------------------
                                    Secretary, Atlanta Gas Light Company
<PAGE>
 
                             The foregoing petition of Atlanta Gas Light Company
                   to amend its charter was presented to this Court and
                   examined.


                             It appearing to the Court that said petition is in 
                   accord with the laws of the State of Georgia made and
                   provided in said causes, that the Common Stockholders of
                   Atlanta Gas Light Company adopted the resolution attached to
                   the petition as Exhibit "A" to authorize this amendment to
                   its charter at the regular annual meeting of the stockholders
                   of said corporation, notice of the purpose of the meeting to
                   amend the charter having been duly and legally given, by a
                   favorable vote for and consent to said amendment by the vote
                   of the holders of more than two-thirds (2/3) of the Common
                   Stock of Atlanta Gas Light Company in favor of each and every
                   one of the four amendments set forth in said resolution and
                   that all acts and things necessary or proper to effect such
                   amendment to the charter of Atlanta Gas Light Company have
                   been done and exist and said resolution is found by the Court
                   to be lawful and fully authorized.

                             NOW, THEREFORE, IT IS CONSIDERED, ORDERED AND 
                   ADJUSTED that the charter of Atlanta Gas Light Company is
                   amended as set forth in the foregoing petition and the
                   resolution of the stockholders of Atlanta Gas Light Company
                   attached thereto marked Exhibit "A".
                   

                             This 25th day of January, 1957.

                                      Geo. P. W. Whitman, Sr.
                                      ------------------------------------------
                                      JUDGE, SUPERIOR COURT, ATLANTA CIRCUIT

                              
                                      25, Jan  57
                                      N.A. Lanford
<PAGE>
 
TO THE HONORABLE THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA

                This the petition of ATLANTA GAS LIGHT COMPANY shows 
                                     -------------------------
respectfully unto the Honorable the Superior Court of Fulton County, Georgia, as
follows:


                                      1.

                Atlanta Gas Light Company is a corporation organized and 
existing under the laws of the State of Georgia with its principal office in 
Fulton County, Georgia. Its charter was granted by an Act of the General 
Assembly of the State of Georgia approved February 16, 1856 (Georgia Laws 
1855-1856, pages 420 et seq.). This charter was amended by an Act of the General
Assembly approved October 14, 1889 (Georgia Laws 1888-1889, pages 1398 et seq.).
Thereafter the charter of Atlanta Gas Light Company was amended by the Superior 
Court of Fulton County, Georgia, by its orders dated respectively December 17, 
1919, April 20, 1929, October 22, 1929, September 13, 1935, October 15, 1943, 
November 22, 1943, October 17, 1947, August 14, 1951, November 25, 1952, 
December 7, 1955, and January 25, 1957.


                                      2.

                At the regular annual meeting of the stockholders of Atlanta Gas
Light Company held on the 26th day of January, 1960, notice of which meeting was
duly and legally given, a resolution was adopted by a vote of the holders of 
more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company 
entitled to vote thereon that the charter of Atlanta Gas Light Company be 
amended in the manner set forth in said resolution, a duly certified copy of 
which is attached to this petition marked Exhibit "A" and made a part of this 
petition and paragraph. More than two-thirds (2/3) of the Common Stock of 
Atlanta Gas Light Company was voted in favor of said amendment to the charter of
<PAGE>
 

 Atlanta Gas Light Company referred to in said resolution. 

                WHEREFORE, petitioner prays that its charter be amended in the

manner set forth in said resolution and that an order of this Honorable Court be

entered granting the prayers of this petition and so amending petitioner's

charter.



                                    /s/ Moise, Post & Gardner
                                    ---------------------------------------
                                    ATTORNEYS FOR ATLANTA GAS LIGHT COMPANY
<PAGE>
 
                RESOLVED, that, without in any way or manner affecting (a) the 
annual election of the Board of Directors of the Corporation as fixed by the 
By-Laws of the Corporation, (b) the voting rights of the Stockholders of the 
Corporation,  or (c) the right of any of said Stockholders to be represented by 
an attorney or proxy at any meeting of said Stockholders,  the Charter of the 
Corporation, as amended, shall be further amended by striking all of the 
provisions of 4. Sec. IV of  the Act of the General Assembly of the State of 
Georgia, approved February 16, 1856 (Georgia Laws 1855-1856, pages 420 and 421),
incorporating the Corporation.   

                RESOLVED, that the Charter of the Corporation, as amended, shall
be further amended by inserting between Section 6.01 and Section 6.02 of the 
Amendment to said Charter granted by the Superior Court of Fulton County, 
Georgia, by  its Order dated November 25, 1952 the following section:

                Section 6.01A.  Board of Directors.  The business and property 
of the Company shall be conducted and managed by a Board of not less than five 
(5) nor more than fifteen (15) Directors, but otherwise shall  be such number as
is fixed or may be fixed from time to time by the By-laws of the Company.

                RESOLVED, that the Charter of the Corporation, as amended, be 
further amended by striking all of the provisions of Section 6.04 from the 
Amendment to said Charter granted by the Superior Court of Fulton County, 
Georgia, by its Order dated November 25, 1952 and inserting in lieu of said 
Section the following Section:

                Section  6.04.  Mutilated, Lost or Destroyed Certificates.  In 
case of the loss, mutilation or destruction of any certificate of stock of the 
Company, a new or duplicate certificate may be issued in lieu thereof upon such 
terms and conditions as the Board of Directors shall prescribe.

                The undersigned, JAS. H. MOTZ, Secretary of Atlanta Gas Light 
Company, certifies that the foregoing resolution of the Stockholders of Atlanta
Gas Light Company, to which this certificate is attached, was adopted at the 
regular annual meeting of the Stockholders of Atlanta  Gas Light Company held on
the 26th day of January, 1960, due notice of which was given to the Stock-
holders. At said meeting of the Stockholders, the holders of more than two-
thirds (2/3) of the Common Stock of Atlanta Gas Light Company voted favorably 
for said resolution.

                IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas
Light Company, has hereunto set his hand and affixed the seal of Atlanta Gas 
Light Company, this 5th day of January, 1960.




                               /s/ Jas. H. Motz
                             ----------------------------------(SEAL)
                               Secretary, Atlanta Gas Light Company



                      

                             
                                        EXHIBIT   "A"
<PAGE>
 
                The foregoing petition of Atlanta Gas Light Company to amend its

charter was presented to this Court and examined.


                It appearing to the Court that said petition is in accord with 

the laws of the State of Georgia made and provided in said causes, that the 

Common Stockholders of Atlanta Gas Light Company adopted the resolution attached

to the petition as Exhibit  "A" to  authorize this amendment to its charter at 

the regular annual meeting of the Stockholders of said Corporation, notice of 

the purpose of the meeting to amend the charter having been duly and legally 

given, by a favorable vote for and consent to said amendment by the vote of the 

holders of more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light 

Company in favor of said amendment set forth in said resolution and that all 

acts and things necessary or proper to effect such amendment to the charter of 

Atlanta  Gas Light Company  have been done and exist and said resolution is 

found by the Court  to be lawful and fully authorized.  


                NOW, THEREFORE, IT IS CONSIDERED, ORDERED AND ADJUDGED  that the

charter of Atlanta Gas Light Company  is amended  as set forth in the foregoing 

petition and the resolution of the  Stockholders of Atlanta Gas Light Company 

attached thereto marked Exhibit "A". 


                This 8th day of February, 1960.


                               --------------------------------------------
                                  JUDGE, SUPERIOR COURT, ATLANTA CIRCUIT

<PAGE>
 

G E O R G I A :::
FULTON COUNTY :::

                 TO THE HONORABLE THE SUPERIOR COURT OF SAID COUNTY:

                 This the petition of ATLANTA GAS LIGHT COMPANY shows 
                                      -------------------------
respectfully unto the Honorable the Superior Court of Fulton County, Georgia, as
follows:

                                      1.

                 Atlanta Gas Light Company is a corporation organized and 
existing under the laws of the State of Georgia with its principal office in 
Fulton County, Georgia.  Its charter was granted by an Act of the General 
Assembly of the State of Georgia approved February 16, 1856 (Georgia Laws 
1855-1856, pages 420, et. seq.)  This charter was amended by an Act of the 
General Assembly approved October 14, 1889 (Georgia Laws 1888-1889, pages 1398, 
et. seq.)  Thereafter the charter of Atlanta Gas Light Company was amended by 
the Superior Court of Fulton County, Georgia, by its orders dated respectively 
December 17, 1919, April 20, 1929, October 22, 1929, September 13, 1935, October
15, 1943, November 22, 1943, October 17, 1947, August 14, 1951, November 
25, 1952, December 7, 1955, January 25, 1957 and February 8, 1960.

                                      2.

                 At a special meeting of the stockholders of petitioner held on 
the 24th day of August, 1961, a resolution was adopted by the stockholders of 
Atlanta Gas Light Company by a vote of two-thirds (2/3) majority of its stock 
authorizing an amendment to its charter changing its common stock from $10 par 
value to $5 par value, changing its authorized common capital stock from 
2,000,000 shares of $10 par value to 4,000,000 shares of $5 par value, and 
providing that the outstanding certificates for shares of $10
<PAGE>
 

par value, upon the date of the granting of this amendment to the charter, shall
become the same number of shares of stock of $5 par value.  A copy of said 
resolution duly certified by the Secretary of the corporation is hereto attached
marked Exhibit "A" and made a part of this petition.

                 WHEREFORE, petitioner prays that its charter be amended in the 
manner set forth in said resolution and that an order of this Honorable Court be
entered granting the prayers of this petition and so amending petitioner's 
charter.



                                       [SIGNATURE APPEARS HERE]
                                       -----------------------------------------
                                       ATTORNEYS FOR ATLANTA GAS LIGHT COMPANY
<PAGE>
 
                RESOLVED, by the Common Stockholders of Atlanta Gas Light 
Company, at a meeting duly and legally called, assembled and held, that the 
Charter, as amended, of Atlanta Gas Light Company be further amended by 
eliminating therefrom all of the provisions of Section 1.01, as amended, and 
inserting in lieu thereof a new Section 1.01 to read as follows:

                Section 1.01.  The maximum number of shares of Capital Stock of 
Atlanta Gas Light Company (hereinafter referred to as the "Company"), authorized
to be outstanding at any one time is as follows:

                4,000,000 shares of Common Stock of the par value of $5 per 
    share,

                20,000 shares of 4 1/2% Cumulative Preferred Stock of the par
    value of $100 per share (hereinafter referred to as the "4-1/2% Preferred
    Stock"),

                30,000 shares of 4.60% Cumulative Preferred Stock of the par
    value of $100 per share (hereinafter referred to as the "4.60% Preferred
    Stock"), and

                30,000 shares of 4.44% Cumulative Preferred Stock of the par
    value of $100 per share (hereinafter referred to as the "4.44% Preferred
    Stock").

                The issued and outstanding 1,200,996 shares of Common Stock of 
the Company of the par value of $10 per share are hereby split, reclassified and
changed into 2,401,992 shares of Common Stock of the par value of $5 per share, 
said split, reclassification and change to be accomplished by the issuance to 
the holders of the currently outstanding 1,200,996 shares of Common Stock of the
par value of $10 per share of record at the close of business on the day this 
amendment to the Charter becomes effective of certificates for 1,200,996 shares 
of Common Stock of the par value of $5 per share on the basis of one additional 
share of Common Stock of the par value of $5 per share for each outstanding 
share of Common Stock of the par value of $10 per share in lieu of the surrender
and exchange of the existing certificates which shall thereafter represent 
1,200,996 shares of Common Stock of the par value of $5 per share. The 
additional shares upon issuance shall be fully paid and non-assessable shares of
Common Stock of the par value of $5 per share of this Company.

                The preferences, voting powers, restrictions, limitations and 
qualifications of the different classes of Capital Stock shall be as follows:

        
                The undersigned, JAS. H. MOTZ, Secretary of Atlanta Gas Light 
                                 ------------
Company, certifies that the foregoing resolution of the stockholders of Atlanta 
Gas Light Company, to which this certificate is attached, was adopted at a 
special meeting of the stockholders of Atlanta Gas Light Company held on the 
24th day of Aug., 1961, notice of the purpose of said meeting having included a 
notice of the purpose to amend the charter of Atlanta Gas Light Company as set 
forth in said resolution. At said meeting of the stockholders, the holders of 
more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company 
voted favorably for said resolution.



                                  EXHIBIT "A"

<PAGE>
 
                             IN WITNESS WHEREOF, the undersigned, as Secretary
                   of Atlanta Gas Light Company, has hereunto set his hand and
                   affixed the seal of Atlanta Gas Light Company, this 30th day
                                                                       ----
                   of August, 1961.


                                       Jas. H Motz
                                ---------------------------------------(SEAL)
                                  SECRETARY, ATLANTA GAS LIGHT COMPANY


<PAGE>
 
                             The foregoing petition of Atlanta Gas Light Company
to amend its charter was presented to this Court and examined.

                             It appearing to the Court that said petition is in 
accord with the laws of the State of Georgia made and provided in said causes, 
that the Common Stockholders of Atlanta Gas Light Company adopted the resolution
attached to the petition as Exhibit "A" to authorize this amendment to its 
charter at a special meeting of the stockholders of said corporation, notice of 
the purpose of the meeting to amend the charter having been duly and legally 
given, by a favorable vote for and consent to said amendment by the vote of the 
holders of more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light 
Company in favor of each and every one of the amendments set forth in said 
resolution and that all acts and things necessary or proper to effect such 
amendment to the charter of Atlanta Gas Light Company have been done and exist 
and said resolution is found by the Court to be lawful and fully authorized.

                   NOW, THEREFORE, IT IS CONSIDERED, ORDERED AND ADJUDGED that 
the charter of Atlanta Gas Light Company is amended as set forth in the 
foregoing petition and the resolution of the stockholders of Atlanta Gas Light 
Company attached thereto marked Exhibit "A".

                   This _______ day of __________________________, 1961.

                          ______________________________________________________
<PAGE>
 
                   GEORGIA ::

                   FULTON COUNTY ::

                             TO THE HONORABLE THE SUPERIOR COURT OF SAID COUNTY:

                             This the petition of ATLANTA GAS LIGHT COMPANY
                                                  -------------------------
                   shows respectfully unto the Honorable the Superior Court of
                   Fulton County, Georgia, as follows:

                                              1.

                             Atlanta Gas Light Company is a corporation
                   organized and existing under the laws of the State of Georgia
                   with its principal office in Fulton County, Georgia. Its
                   charter was granted by an Act of the General Assembly of the
                   State of Georgia approved February 16, 1856 (Georgia Laws
                   1955-56, pages 420, et. seq.) This charter was amended by
                   an Act of the General Assembly approved October 14, 1889
                   (Georgia Laws 1888-1889, pages 1398, et. seq.) Thereafter the
                   charter of Atlanta Gas Light Company was amended by the
                   Superior Court of Fulton County, Georgia, by its orders dated
                   respectively December 17, 1919, April 20, 1929, October 22,
                   1929, September 13, 1935, October 15, 1943, November 22,
                   1943, October 17, 1947, August 14, 1951, November 25, 1952,
                   December 7, 1955, January 25, 1957, February 8, 1960, and
                   September 1, 1961.


                                              2.

                             At a regular meeting of the stockholders of
                   petitioner held on January 26, 1965, a resolution was adopted
                   by the stockholders of Atlanta Gas Light Company by a vote of
                   more than two-thirds (2/3) majority of its stock authorizing
                   an amendment to
<PAGE>
 
                   its charter changing its authorized common capital stock from
                   4,000,000 shares of $5.00 par value to 5,000,000 shares of
                   $5.00 par value, and by eliminating from its charter as
                   amended all of the provisions of Section 1.01, as amended,
                   and inserting in lieu thereof a new Section 1.01 to read as
                   follows:


                             "SECTION 1.01.  The maximum number of shares of 
                     Capital Stock of Atlanta Gas Light Company (hereinafter
                     referred to as the "Company"), authorized to be outstanding
                     at any one time is as follows:

                                5,000,000 shares of Common Stock of the par 
                     value of $5 per share,

                                20,000 shares of 4 -1/2% Cumulative Preferred 
                     Stock of the par value of $100 per share (hereinafter
                     referred to as the "4- 1/2% Preferred Stock"),

                                30,000 shares of 4.60% Cumulative Preferred 
                     Stock of the par value of $100 per share (hereinafter
                     referred to as the "4.60% Preferred Stock"), and

                                30,000 shares of 4.44% Cumulative Preferred 
                     Stock of the par value of $100 per share (hereinafter
                     referred to as the "4.44% Preferred Stock").

                             The preferences, voting powers, restrictions, 
                     limitations and qualifications of the different classes of
                     Capital Stock shall be as follows:
                     

                             A copy of said resolution duly certified by the 
                   Secretary of the corporation is hereto attached marked
                   Exhibit "A" and made a part of this petition.

                               
                             WHEREFORE, petitioner prays that its charter be 
                   amended in the manner set forth in said resolution and that
                   an order of this Honorable Court be entered granting the
                   prayers of this petition and so amending petitioner's 
                   charter.


                             /s/ Hansell, Post, Brandon & Dorsey
                             --------------------------------------------------
                             HANSELL, POST, BRANDON & DORSEY
                             Attorneys for Atlanta Gas Light Company.
<PAGE>
 
          "RESOLVED, by the Common Stockholders of Atlantic Gas Light Company, 
at a regular meeting duly and legally called, assembled and held, that the 
charter, as amended, of Atlanta Gas Light Company be further amended by 
changing its authorized common capital stock from 4,000,000 shares of $5.00 par 
value to 5,000,000 shares of $5.00 par value, and by eliminating from its 
charter as amended all of the provisions of Section 1.01, as amended, and 
inserting in lieu thereof a new Section 1.01 to read as follows:

         'SECTION 1.01. The maximum number of shares of Capital Stock of 
     Atlanta Gas Light Company (hereinafter referred to as the "Company"),
     authorized to be outstanding at any one time is as follows:

                5,000,000 shares of Common Stock of the par value of $5 per
             share,

               20,000 shares of 4 1/2% Cumulative Preferred Stock of the par
     value of $100 per share (hereinafter referred to as the "4.1/2% Preferred
     Stock"),

               30,000 shares of 4.60% Cumulative Preferred Stock of the par
     value of $100 per share (hereinafter referred to as the "4.60% Preferred
     Stock"), and

               30,000 shares of 4.44% Cumulative Preferred Stock of the par
     value of $100 per share (hereinafter referred to as the "4.44% Preferred
     Stock").

             The preferences, voting powers, restrictions, limitations and
     qualifications of the different classes of Capital Stock shall be as
     follows:' "


             The undersigned, L. GEORGE FOLSOM, Secretary of Atlanta Gas Light
Company, certifies that the foregoing resolution of the stockholders of Atlanta
Gas Light Company, to which this certificate is attached, was adopted at the
regular meeting of the stockholders of Atlanta Gas Light Company held on January
26, 1965,
<PAGE>
 

notice of the purpose of said meeting having included a notice of the purpose to
amend the charter of Atlanta Gas Light Company as set forth in said resolution. 
At said meeting of the stockholders, the holders of more than two-thirds (2/3) 
of the Common Stock of Atlanta Gas Light Company voted favorably for said 
resolution.

                 All as appears on the Minutes of said corporation.

                 IN WITNESS WHEREOF, the undersigned, as secretary of Atlanta 
Gas Light Company, has hereunto set his hand and affixed the seal of Atlanta Gas
Light Company, this 26th day of January, 1965.
                    ----        -------  ----
                                        

                                     /s/ L. George Folsom                (SEAL)
                                     ------------------------------------
                                     L. GEORGE FOLSOM, SECRETARY
                                     ATLANTA GAS LIGHT COMPANY
<PAGE>
 

            The foregoing petition of Atlanta Gas Light Company to amend its
charter was presented to this Court and examined.

            It appearing to the Court that said petition is in accord with the 
laws of the State of Georgia made and provided in said causes, that the Common 
Stockholders of Atlanta Gas Light Company adopted the resolution attached to the
petition as Exhibit "A" to authorize this amendment to its charter at a regular 
meeting of the stockholders of said corporation, notice of the purpose of the 
meeting to amend the charter having been duly and legally given, by a favorable 
vote for and consent to said amendment by the vote of the holders of more than 
two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company in favor of 
the amendment set forth in said resolution and that all sets and things 
necessary or proper to effect such amendment to the charter of Atlanta Gas Light
Company have been done and exist and said resolution is found by the Court to be
lawful and fully authorized.

            NOW, THEREFORE, IT IS CONSIDERED, ORDERED AND ADJUDGED that the 
charter of Atlanta Gas Light Company is amended as set forth in the foregoing 
petition and the resolution of the stockholders of Atlanta Gas Light Company 
attached thereto marked Exhibit "A".

                                       This 26th day of January, 199
                                            ----        -------,    --.

                                       [SIGNATURE APPEARS HERE]
                                       ----------------------------------------
                                       JUDGE, SUPERIOR COURT, ATLANTA CIRCUIT
                 
<PAGE>
 
GEORGIA:

FULTON COUNTY:

         NOW COMES PETITIONER, ATLANTA GAS LIGHT COMPANY, and respectfully shows
                               -------------------------
unto this Honorable Court as follows:

                                      1.

         Atlanta Gas Light Company is a corporation organized and existing 
under the laws of the State Georgia with its principal office in Fulton County, 
Georgia. Its charter was granted by an Act of the General Assembly of the State 
Georgia approved February 16, 1856 (Georgia Laws 1855-56, pages 420, et seq.). 
This Charter was amended by an Act of the General Assembly approved October 14, 
1889 (Georgia laws 1883-1889, page 1398, et seq.). Thereafter the charter of 
Atlanta Gas Light Company was amended by the Superior Court of Fulton County, 
Georgia, by its orders dated respectively December 17, 1919, April 20, 1929, 
October 22, 1929, October 15, 1943, November 22, 1943, October 17, 1947, 
August 14, 1951, November 25, 1952, December 7, 1955, January 25, 1957, February
8, 1960, September 1, 1961, and January 26, 1965.

                                      2.

         At a duly held special meeting of the holders of the Common Stock of 
petitioner held on July 20, 1965, resolutions were adopted by such stockholders
of petitioner by a vote of two-thirds (2/3) majority of the Common Stock of 
petitioner that the charter of petitioner be amended in the manner set forth in 
said resolutions, a duly certified copy of which is attached to this petition 
marked Exhibit XX and made a part of this petition and paragraph.

         WHEREFORE, petitioner prays that its charter be amended in the manner 
set forth in said resolutions and that an order of this Honorable Court
<PAGE>
 
be entered granting the prayers of this petition and so amending the charter of 
petitioner.




                                    /S/ Hansell, Post, Brandon & Dorsey
                                       --------------------------------
                                       HANSELL, POST, BRANDON & DORSEY
                                       Attorneys for ATLANTA GAS LIGHT COMPANY


Sixth Floor 
First National Bank Building
Atlanta 3, Georgia
522-3553


                                     - 2 -



<PAGE>
 
                                  EXHIBIT "A"

     RESOLVED, by the Common Stockholders of Atlanta Gas Light Company, at a 
meeting duly and legally called, assembled and held, that the Charter, as 
amended, of Atlanta Gas Light Company be further amended by eliminating 
therefrom all of the provisions of Section 1.01, as amended, and inserting in 
lieu thereof a new Section 1.01 to read as follows:

        "Section 1.01. The maximum number of shares of Capital Stock of Atlanta
     Gas Light Company (hereinafter referred to as the "Company") authorized to
     be outstanding at any one time is as follows:

            5,000,000 shares of Common Stock of the par value of $5 per share,

            20,000 shares of 4 1/2% Cumulative Preferred Stock of the par value
        of $100 per share (hereinafter referred to as the "4 1/2% Preferred
        Stock"),

            30,000 shares of 4.60% Cumulative Preferred Stock of the par value
        of $100 per share (hereinafter referred to as the "4.60% Preferred
        Stock"),

            30,000 shares of 4.44% Cumulative Preferred Stock of the par value
        of $100 per share (hereinafter referred to as the "4.44% Preferred
        Stock"), and
 
            50,000 shares of 4.72% Cumulative Preferred Stock of the par value
        of $100 per share (hereinafter referred to as the "4.72% Preferred
        Stock").

        The preferences, voting powers, restrictions, limitations and
     qualifications of the different classes of Capital Stock shall be as
     follows:"

     RESOLVED, that the Charter, as amended, of Atlanta Gas Light Company be 
further amended by the addition of a new Section under Section 3 to be 
designated as Section 3.04 and to read as follows:

        "Section 3.04. 4.72% Preferred Stock.

(a)  Dividends.

     Out of any assets of the Company available for dividends, the holders of 
the 4.72% Preferred Stock shall be entitled to receive, but only when and as 
declared by the Board of Directors, dividends at the rate of 4.72% per annum,
and no more. Dividends declared shall be payable quarterly on March 1, June 1,
September 1, and December 1 in each year, to stockholders of record on a date
not more than 30 days prior to such payment date, as may be determined by the
Board of Directors of the Company. Dividends on the 4.72% Preferred Stock shall
be cumulative from and including the first day of the quarterly dividend period
in which such shares shall be issued.

     So long as any shares of 4.72% Preferred Stock are outstanding, no 
dividends shall be declared or paid upon, or set apart for, the shares of any 
class of Junior Stock, nor any sums applied to the purchase, redemption or other
retirement of any class of Junior Stock, unless full dividends on all shares of 
the 4.72% Preferred Stock and of any other class of Preferred Stock outstanding 
for all past quarterly dividend periods shall have been paid or declared and a 
sum sufficient for the payment thereof set apart and the full dividend for the 
then current quarterly dividend period shall have been of concurrently shall be 
paid or declared and set apart. The amount of any deficiency for the past 
dividend periods may be paid or declared and set apart at any time without 
reference to any quarterly dividend payment date. Unpaid accrued dividends on 
the 4.72% Preferred Stock shall not bear interest.

(b)  Liquidation.

     In the event of any liquidation, dissolution or winding up of the Company 
or reduction or decrease of its capital resulting in a distribution of assets to
the holders of any class of Junior Stock, the holders of 4.72% Preferred Stock 
shall be entitled to receive the amounts prescribed in Section 4.02.

                                       1
        
<PAGE>
 
(c) Redemption Provisions.

    The Company may at its option expressed by resolution of its Board of 
Directors redeem the 4.72% Preferred Stock in the manner provided in Section 
4.03 (A) at any time or from time to time at $100 per share plus a premium of:

        $6.20 per share if redeemed prior to June 1, 1970; 

        $5.00 per share if redeemed on June 1, 1970 or thereafter and prior to 
           June 1, 1975;

        $3.80 per share if redeemed on June 1, 1975 or thereafter and prior to 
           June 1, 1980; and

        $3.00 per share if redeemed on or after June 1, 1980; together in each 
           case with accrued dividends.


(d) Purchase Fund.

    The 4.72% Preferred Stock shall be entitled to the benefits of a Purchase 
    Fund as follows:

        The Company (unless prevented from so doing by any applicable
    restriction of law or contained in the Charter of the Company, as amended,
    or in any agreement now existing relating to indebtedness of the Company)
    will each year, beginning in 1968, so long as any shares of the 4.72%
    Preferred Stock are outstanding, make an offer (hereinafter called a
    "Purchase Offer") to the holders of shares of the 4.72% Preferred Stock to
    purchase on December 1 in each such year 1,000 shares (less the number of
    shares, if any, purchased for surrender in accordance with the provisions of
    the following paragraph) of said 4.72% Preferred Stock at prices up to but
    not exceeding $101.50 per share. The obligation of the Company to make
    annually the above-mentioned Purchase Offer and to purchase shares of the
    4.72% Preferred Stock of the Company tendered for sale in accordance with
    the terms thereof, is hereinafter referred to as the "Purchase Fund
    Obligation."

    In addition to or in lieu of making a Purchase Offer, a Purchase Fund 
Obligation may also be satisfied in whole or in part by the purchase by the 
Company, if obtainable, at not exceeding $101.50 per share plus accrued 
dividends to the date of purchase and the surrender for cancellation to the 
Transfer Agent for the 4.72% Preferred Stock on or before December 1 in each 
such year of certificates for not more than 1,000 shares of said 4.72% 
Preferred Stock.

    Beginning on or prior to October 15, 1968 and on or prior to October 15 in 
each year thereafter, the Company shall furnish the Transfer Agent for the 4.72%
Preferred Stock with a certificate signed by the President, or a Vice President,
or the Treasurer, or an Assistant Treasurer of the Company stating (a) the 
number of shares of the 4.72% Preferred Stock, if any, purchased by the Company 
and to be surrendered on or prior to December 1 in such year, and that said 
shares had been purchased by the Company at prices not exceeding $101.50 per 
share plus accrued dividends to the date of purchase and (b) that the Company 
will make an offer to the holders of its outstanding 4.72% Preferred Stock to 
purchase a number of shares of the 4.72% Preferred Stock, if any, sufficient to 
satisfy the Purchase Fund Obligation (or the balance thereof as the case may be)
for such year.

    If the certificate filed in any such year shall state that a Purchase Offer 
is to be made in such year, the Transfer Agent for the 4.72% Preferred Stock 
shall on or prior to November 1 of such year mail to the holders of record of 
the 4.72% Preferred Stock at the close of business on the day preceding such 
mailing a notice, in the name of the Company, that the Company will on December 
1 of such year accept offers to sell the number of shares required to satisfy 
the Purchase Fund Obligation then due at prices not exceeding $101.50 per share.
The Company may require, and in such event said notice shall specify, that each 
offer to sell shares of the 4.72% Preferred Stock shall be accompanied by the 
certificate or certificates for the shares so offered, together with evidence 
satisfactory to the Transfer Agent of the right of the holder of such shares to 
so sell the same to the Company.

    In any year in which a Purchase Offer is made, the Transfer Agent shall on 
December 1 of such year, on behalf of the Company, accept offers to sell shares 
of the 4.72% Preferred Stock received

                                       2
<PAGE>
 
by it up to the full number of shares covered by the Purchase Offer upon such 
basis as will result in the lowest aggregate cost to the Company. The Transfer 
Agent shall accept offers made at the same price on a pro rata basis, as nearly 
a practicable. In the event any person whose offer is accepted shall thereafter 
fail to make good such offer said Transfer Agent shall to the extent possible 
accept in lieu thereof the best offer or offers, if any, theretofore received 
and not theretofore accepted.

     On or prior to December 1 in each year in which a Purchase Offer shall have
been made, the Company shall surrender to the Transfer Agent for the 4.72% 
Preferred Stock, for cancellation, certificates for the number of shares of 
4.72% Preferred Stock, if any, specified in the certificate for such year as
having been purchased by the Company for surrender to the Transfer Agent and
deposit with said Transfer Agent cash sufficient to purchase shares 4.72%
Preferred Stock, if any, accepted for purchase pursuant to the Purchase Offer
made in such year and thereafter shall deposit any additional funds required to
carry out the Purchase Offer for such year. The Transfer Agent shall, on or
before the next succeeding January 2, return to the Company any funds deposited
with it and not used or required to purchase shares of the 4.72% Preferred Stock
pursuant to the Purchase Offer for such year. The Purchase Fund Obligation in
any year shall be deemed to be fully satisfied if the Company shall have
complied with the provisions of this Section 3.04(d) notwithstanding that the
total number of shares purchased by it shall be less than the total number of
shares covered by the Company's Purchase Offer for that year because
insufficient offers to sell were received by it.

     Purchase Fund Obligations shall be cumulative only to the extent that if in
any year the Company fails to make and carry out a Purchase offer, if and to the
extent a Purchase Offer is required to be made in such year, such failure shall 
be made good in the manner hereinafter set forth before any dividends shall be 
declared, paid upon, or set apart for any shares of Junior Stock or any sums 
applied to the purchase, redemption, or other retirement of Junior Stock. Any 
such failure may be made good at any time by the making and carrying out of a 
special offer (hereinafter called "Special Purchase Offer") to purchase at a
price of $101.50 per share plus accrued dividends, if any, to the date of
purchase, the number of shares of 4.72% Preferred Stock as to which failure
exists and, to that end, the Company shall file with the Transfer a Agent
certificate signed by the President or a Vice President or the Treasurer or an
Assistant Treasurer of the Company specifying a date, not less than 45 days
after the date of filing of such certificate, on which offers to sell shares of
the 4.72% Preferred Stock will be accepted. Special Purchase Offers shall
otherwise be made and carried out on not less than 30 day's notice and in the
same manner as hereinabove provided for Purchase Offers to be carried out on
December 1.

     Shares of the 4.72% Preferred Stock purchased pursuant to any Purchase 
Offer, or Special Purchase Offer, or surrendered in whole or partial 
satisfaction of a Purchase Fund Obligation in any year, shall be cancelled and 
shall not be reissued as shares of said class.

(e)  Voting Powers and Other Rights.

     The holders of the 4.72% Preferred Stock shall have such voting powers and
other rights and be subject to such restrictions and qualifications as are set 
forth in Sections 4 to 6 hereof, inclusive."

     RESOLVED, that the Charter, as amended, of Atlanta Gas Light Company be 
further amended by eliminating from Section 5.01 thereof the following: "subject
to Sections 3.01(a), 3.02(a) and 4.06,", and inserting in lieu thereof the 
following: "subject to any applicable restrictions in Section 4 or Section 5 or
elsewhere in this Charter contained,".

            
<PAGE>
 

                                  CERTIFICATE
                                  -----------


            The undersigned, L. GEORGE FOLSOM, SECRETARY OF ATLANTA GAS LIGHT
                             --------- ------
COMPANY, certifies that the foregoing resolutions of the holders of the Common 
Stock of Atlanta Gas Light Company, to which this certificate is attached, were
adopted at a special meeting of the holders of the Common Stock of Atlanta Gas 
Light Company held on the 20th day of July, 1995, notice of the purpose of said 
meeting having included a notice of the purpose to amend the charter of Atlanta 
Gas Light Company as set forth in said resolutions.  As said meeting of such 
stockholders, the holders of more than two-thirds of the Common Stock of Atlanta
Gas Light Company voted favorably for said resolutions.

            All as appears on the Minutes of said corporation.

            IN WITNESS WHEREOF, the undersigned, as Secretary of Atlanta Gas 
Light Company, has hereunto set his hand and affixed the seal of Atlanta Gas 
Light Company, this 20th day of July, 1965.
                    ----        ----
                              
                                       /s/ L. George Folsom             (SEAL)
                                       ---------------------------------
                                       L. GEORGE FOLSOM
                                       SECRETARY OF ATLANTA GAS LIGHT COMPANY


<PAGE>
 

                                     ORDER
                                     -----

            The foregoing petition of ATLANTA GAS LIGHT COMPANY to amend its 
charter was presented to this Court and examined.

            IT APPEARING to the Court that said petition is in accordance with 
the laws of the State of Georgia made and provided in said causes, that the 
holders of the Common Stock of Atlanta Gas Light Company duly adopted the 
resolutions attached to the petition as Exhibit "A" to authorize this amendment 
to its charter at a special meeting of such stockholders, notice of the purpose 
of the meeting to amend the charter having been duly and legally given, by a 
favorable vote for and consent to said amendment by the vote of the holders of 
more than two-thirds (2/3) of the Common Stock of Atlanta Gas Light Company and 
that all acts and things necessary or proper to effect such amendment to the 
charter of Atlanta Gas Light Company have been done and exist and said 
resolutions are found by the Court to be lawful and fully authorized.

            NOW, THEREFORE, IT IS CONSIDERED, ORDERED AND ADJUDGED that the 
charter of Atlanta Gas Light Company is amended as set forth in the foregoing 
petition and the resolutions of the holders of the Common Stock of Atlanta Gas 
Light Company attached thereto marked Exhibit "A".

            This 20th day of July, 1965.
                 ----        ----


                                       /s/ G. P. Whitman, Sr.
                                       ---------------------------------------
                                       JUDGE, SUPERIOR COURT, ATLANTA CIRCUIT
<PAGE>
 
STATE OF GEORGIA:
COUNTY OF FULTON:

     TO THE SUPERIOR COURT OF SAID COUNTY AND STATE:

     NOW COME ATLANTA GAS LIGHT COMPANY and SAVANNAH GAS COMPANY, petitioners,
              -------------------------     -------------------- 
and respectfully show unto this Honorable Court the following:

                                      1.

     Atlanta Gas Light Company is a corporation organized and existing under the
laws of the State of Georgia with its principal office in Fulton County,
Georgia. Its charter was granted by an Act of the General Assembly of the State
of Georgia, approved February 16, 1856, incorporating said corporation, as shown
by the Public Acts of Georgia of 1855-6, page 420 et seq., to which reference is
hereby made, as the charter and charter powers granted thereby have been amended
by an Act of the General Assembly of the State of Georgia, approved October 14,
1889, as shown by the Public Acts of said State of 1888-9, page 1308 et seq., to
which reference is hereby made, and by Orders of the Superior Court of Fulton
County of the State of Georgia, dated December 17, 1919, April 20, 1929, October
22, 1929, and September 13, 1935, March 18, 1941 (granting a petition of Merger
to the Georgia Public Utilities Company and Macon Gas Company into Atlanta Gas
Light Company with Atlanta Gas Light Company as the continuing corporation),
October 15, 1943, November 22, 1943, October 17, 1947, August 14, 1951, November
25, 1952, December 7, 1955, January 25, 1957, February 8, 1960, September 1,
1961, January 26, 1965 and July 20, 1965, respectively.

                                      2.

     Savannah Gas Company is a corporation organized and existing under the laws
of the State of Georgia with its principal office in Chatham County, Georgia.  
The charter of Savannah Gas Company was granted to it under the
<PAGE>
 
name of Savannah-St. Augustine Gas Company by order of the Superior Court of 
Chatham County, Georgia, dated October 9, 1944.  Its charter was amended on 
December 26, 1944 (granting a petition of merger of St. Augustine Gas Company 
with Savannah-St. Augustine Gas Company as the surviving corporation), December 
21, 1945 (changing the name of the corporation to South Atlantic Gas Company), 
February 26, 1947, August 9, 1947, October 20, 1949, June 2, 1952 (granting a 
petition of merger of Trustees Garden Village Associates, Inc. and Trustees 
Garden Village, Inc. with South Atlantic Gas Company as the surviving 
corporation), June 2, 1952, August 17, 1953, June 15, 1955, December 12, 1955 
and August 19, 1964 (which included changing the name of the corporation to 
Savannah Gas Company), respectively.

                                      3.

     On December 14, 1965, Atlanta Gas Light Company and Savannah Gas Company, 
petitioners herein, entered into a Joint Agreement of Merger signed by a 
majority of the directors of each of said corporations under the corporate names
and seals of the respective corporations, a copy of said Joint Agreement of 
Merger being attached hereto marked Exhibit A, and made a part of this petition 
and paragraph.  Under the provisions thereof, Atlanta Gas Light Company will be 
the resulting and continuing corporation, and the principal place of business of
Atlanta Gas Light Company will continue to be located in Fulton County, Georgia.

                                      4.

     Notice of the time, place and object of a meeting of the stockholders of 
each of said corporations called separately for the purpose of voting upon said 
merger was given in accordance with the terms of the charters and by-laws of 
said corporations to each stockholder of record of each of said corporations, 
whether entitled to vote or not.  At said separate meetings of the stockholders 
of said corporations said Joint Agreement of Merger was considered and a vote by
ballot, in  person or by proxy, was taken for the adoption or rejection of said 
Joint Agreement of Merger.  At said meetings, the holders of 71.2% of the

                                      -2-

<PAGE>
 
common stock of Atlanta Gas Light Company voted for the adoption of the said 
Joint Agreement of Merger, 33% of the common stock of Savannah Gas Company voted
for the adoption of the said Joint Agreement of Merger, and 32.5% of the 5% 
Cumulative Preferred Stock of Savannah Gas Company voted for the adoption of the
said Joint Agreement of Merger, those being the holders of the only stock 
entitled to exercise the voting power on the proposal to merge.  Attached hereto
marked Exhibits B and C respectively and made a part of this petition and 
paragraph are Certificates of the Secretary of the said Atlanta Gas Light 
Company and of the Secretary of the said Savannah Gas Company certifying that 
at respective separate meetings of the stockholders of the aforesaid 
corporations, the holders of the stock of each of said corporations entitled to 
exercise the voting power on the adoption or rejection of said Joint Agreement 
of Merger voted in favor of and for the adoption of said Joint Agreement of 
Merger in the percentages indicated thereon.

                                      5.

     This petition is presented to obtain an order of this Honorable Court 
merging Savannah Gas Company into Atlanta Gas Light Company so that the separate
existence of Savannah Gas Company shall cease and Atlanta Gas Light Company 
shall continue as the continuing corporation in accordance with the aforesaid 
Joint Agreement of Merger under the laws of the State of Georgia.

     WHEREFORE, petitioners pray that this Honorable Court grant an order 
merging Atlanta Gas Light Company and Savannah Gas Company with the result that 
the existence of Atlanta Gas Light Company will continue and that Savannah Gas 
Company will be merged into Atlanta Gas Light Company as prayed for in this 
petition and in  accordance with the laws of the State of Georgia and the Joint 
Agreement of Merger, and that your petitioners have such other and further 
relief as in the premises may seem proper.

                                        /s/ Hansell, Post, Brandon & Dorsey
                                      ---------------------------------------
                                          HANSELL, POST, BRANDON & DORSEY
                                       Attorneys for Atlanta Gas Light Company

Sixth Floor
First National Bank Building
Atlanta, Georgia  30303

                                      -3-

<PAGE>
 
                                         /s/ H. H. Hillyer, Jr. 
                                        ---------------------------------
                                         H. H. HILLYER, JR.
                                         Attorney for Savannah Gas Company


                                         /s/ Joseph M. Oliver
                                        ---------------------------------
            Whitney Building             JOSEPH M. OLIVER,      
            New Orleans 70130            Attorney for Savannah Gas Company 


            Morel Building
            Savannah, Georgia.
<PAGE>
 
                                  EXHIBIT  A


                           JOINT AGREEMENT OF MERGER

        JOINT AGREEMENT OF MERGER made and entered into by and between the 
Directors of ATLANTA GAS LIGHT COMPANY, a Georgia corporation, having its 
principal office in the City of Atlanta, Fulton County, Georgia, and the 
Directors of SAVANNAH GAS COMPANY, a Georgia corporation, having its principal 
office in the City of Savannah, County of Chatham, Georgia, and under the 
respective names and seals of said Corporations, under date of December 14, 
1965.

        Whereas, the said two Corporations, parties hereto, are each organized 
under the laws of the State of Georgia, and neither of said Corporations is of a
character for which Charters are  granted only by the Secretary of Sate of 
Georgia, and 

         Whereas, Atlanta Gas Light Company has issued and now has outstanding 
3,783,138 shares of Common Stock of the par value of $5 per share, 21,900 
shares of 4.44% Cumulative Preferred Stock of the par value of $100 per share, 
20,000 shares of 41/2%  Cumulative Preferred Stock of the par value of $100 per 
share, 20,100 shares of 4.60% Cumulative Preferred Stock of the par value of 
$100 per share, and 50,000 shares of 4.72% Cumulative Preferred Stock of the  
par value of $100 per share, and 

        Whereas, Savannah Gas Company has issued and now has outstanding 538,000
shares of Common Stock of the par value of $2.50 per share and 10,000 shares of 
5% Cumulative Preferred Stock of the par value of $100 per share, and 

        Whereas, the Boards of Directors of Atlanta Gas Light Company and of 
Savannah Gas Company desire that said two corporations merge into a single 
continuing corporation under and pursuant to the provisions of the laws of the 
State of Georgia for the purpose of securing greater efficiency and economy of 
management, operations and financing and for the general welfare of the said two
corporations, their stockholders and their customers.

        Now Therefore, in consideration of the premises and of the mutual 
agreements, covenants and provisions herein contained, and for the purpose of 
prescribing the terms and conditions of the merger, and the mode of carrying 
the same into effect and of setting forth certain other provisions and matters 
pursuant to the laws of the State of Georgia or not inconsistent therewith, as 
prescribed by law or deemed necessary or proper by the Directors of said 
corporations parties hereto, the Directors of said two corporations under their
respective corporate names and seals have agreed and do hereby agree as follows:

                                  ARTICLE I.

        Said Savannah Gas Company shall be and is hereby merged into said 
Atlanta Gas Light Company, which shall continue its existence as the continuing 
corporation into which said Savannah Gas Company is merged and which, as it 
shall exist as such continuing corporation after such merger shall have become 
effective under the laws of the State of Georgia, shall continue to have the 
name of Atlanta Gas Light Company and will be hereinafter sometimes called the 
"Merged Company".   Nothing herein contained is intended to or shall be 
construed as contemplating or resulting in the creation of a new corporation, it
being expressly understood that said Atlanta Gas Light Company is and shall 
remain in existence as the corporation into which said Savannah Gas Company is 
merged.






                                       1
<PAGE>
 
                                  ARTICLE II.

     The principal place of business of the Merged Company in the State of 
Georgia shall be Fulton County in said State.

                                 ARTICLE III.

     The Charter of Atlanta Gas Light Company, as amended, shall be the charter 
of the Merged Company with such additional amendments thereto as are herein 
provided. The corporate identity, existence, rights, privileges, powers, 
franchises, good will and immunities and all and singular the property, real, 
personal and mixed, all debts due on whatever account, as well as all other 
things in action of or belonging to said Atlanta Gas Light Company, after the 
merger herein provided for shall have become effective under the laws of the 
State of Georgia and without further act or deed, shall continue to be possessed
by or vested in the Merged Company unaffected and unimpaired by this Agreement. 
The separate existence of said Savannah Gas Company shall cease as soon as the 
merger herein provided for shall have become effective under the laws of the 
State of Georgia, and thereupon Savannah Gas Company and Atlanta Gas Light 
Company shall become a single continuing corporation, in accordance with the 
terms of this Agreement, namely, the Merged Company. Upon the merger becoming 
effective under the laws of the State of Georgia, the Merged Company shall 
possess all the rights, privileges, powers, franchises and immunities as well of
a public as of a private nature, including, but not limited to, governmental 
licenses, consents, permits and grants issued by any political subdivision or 
governmental agency, except exemptions from taxation and except exemptions from 
special assessments for street paving or other special assessments, of each of 
said corporations; and all property, real, personal and mixed, and all debts due
on whatever account, and all other things in action of or belonging to said 
Savannah Gas Company and Atlanta Gas Light Company shall be, by operation of law
and without further act or deed, vested in the Merged Company; and all property,
rights, privileges, powers, franchises and immunities, except exemption from 
taxation and except exemption from special assessments for street paving or 
other special assessments, and all and every other interest of said Savannah Gas
Company and Atlanta Gas Light Company shall, by operation of law and without 
further act or deed, be as effectually the property of the Merged Company as 
they presently are of the said Savannah Gas Company and Atlanta Gas Light 
Company; and the title to all real estate, whether acquired by deed or 
otherwise, under the laws of this State vested in said Savannah Gas Company and 
Atlanta Gas Light Company shall not revert or be in any way impaired by reason 
hereof, provided that all rights of creditors and all liens on the property of 
said Savannah Gas Company and Atlanta Gas Light Company shall be preserved 
unimpaired, limited in lien to the property affected by such liens at the time 
the merger shall become effective as aforesaid, except as may otherwise be 
provided for under any existing indenture or indentures of mortgage of Atlanta 
Gas Light Company or Savannah Gas Company to Trustees and except that, subject 
to the prior liens of the indentures of mortgage of Savannah Gas Company, the 
lien of the indenture of mortgage of the Atlanta Gas Light Company may, to the 
extent contemplated thereby, attach to the property of Savannah Gas Company; and
all and singular the debts, liabilities and duties of said Savannah Gas Company 
and Atlanta Gas Light Company shall thenceforth attach to the Merged Company and
may be enforced against it to the same extent as if said debts, liabilities and 
duties had been incurred by it. Without, in any way,

                                      -2-
<PAGE>
 
limiting the generality of the foregoing, the indebtedness to attach to the 
Merged Company as aforesaid shall include, in addition to the indebtedness of 
Atlanta Gas Light Company, the following indebtedness of Savannah Gas Company as
of December 14, 1965, less any sinking fund payment or any other payments 
thereon subsequent to December 14, 1965, and prior to the effective date of the 
merger:

     (1) $1,330,000.00 principal amount of First Mortgage Bonds, 3 1/2% Series A
due 1975, of South Atlantic Gas Company (by change of name the Savannah Gas
Company), issued under and secured by Indenture of Mortgage and Deed of Trust
from South Atlantic Gas Company to The Liberty National Bank & Trust Company of
Savannah and Fred C. Allen, Trustees, dated as of December 1, 1950, (hereinafter
called the "Original Mortgage");

     (2) $166,000.00 principal amount of First Mortgage Bonds, 4% Series B due 
1977, of South Atlantic Gas Company (by change of name the Savannah Gas 
Company), issued under and secured by a Supplemental Indenture of Mortgage and 
Deed of Trust to the Original Mortgage from South Atlantic Gas Company to The 
Liberty National Bank & Trust Company of Savannah and Fred C. Allen, Trustees, 
dated as of April 1, 1952;

     (3) $198,000.00 principal amount of First Mortgage Bonds, 4% Series C due 
1978, of South Atlantic Gas Company (by change of name the Savannah Gas 
Company), issued under and secured by Second Supplemental Indenture of Mortgage 
and Deed of Trust to the Original Mortgage from South Atlantic Gas Company to 
The Liberty National Bank & Trust Company of Savannah and Fred C. Allen, 
Trustees, dated as of October 1, 1953;

     (4) $861,000.00 principal amount of First Mortgage Bonds, 4 1/2% Series E 
due 1981, of South Atlantic Gas Company (by change of name the Savannah Gas 
Company), issued under and secured by Fourth Supplemental Indenture of Mortgage 
and Deed of Trust, to the Original Mortgage from South Atlantic Gas Company to 
The Liberty National Bank & Trust Company of Savannah and Fred C. Allen, 
Trustees, dated as of January 2, 1956;

     (5) $960,000.00 principal amount of First Mortgage Bonds, 4 3/4% Series G 
due 1988, of South Atlantic Gas Company (by change of name the Savannah Gas 
Company), issued under and secured by Eighth Supplemental Indenture of Mortgage 
and Deed of Trust to the Original Mortgage from South Atlantic Gas Company to 
The Liberty National Bank & Trust Company of Savannah, as Trustee, dated as of 
September 1, 1963;

     (6) $1,910,000.00 principal amount of First Mortgage Bonds, 4 3/4% Series H
due 1990, of Savannah Gas Company, issued under and secured by Ninth
Supplemental Indenture of Mortgage and Deed of Trust to the Original Mortgage
from Savannah Gas Company to The Liberty National Bank & Trust Company of
Savannah as Trustee, dated as of February 1, 1965;

     (7) $1,275,000.00 principal amount of General Mortgage Bonds, 5 1/4% Series
A due 1978, of South Atlantic Gas Company (by change of name the Savannah Gas
Company), issued under and secured by an Indenture of Mortgage and Deed of Trust
from South Atlantic Gas Company to The First National Bank of Atlanta, as
Trustee, dated as of January 2, 1958.

                                      -3-
<PAGE>
 
        Upon the merger herein provided for becoming effective under the laws of
the State of Georgia, the Merged Company shall execute, acknowledge and deliver 
such supplemental indentures to the Trustees under the respective indentures of 
mortgage of Savannah Gas Company above mentioned, if any, as may be required 
pursuant to said indentures to provide for or evidence the assumption by the 
Merged Company of the respective obligations secured by said respective 
indentures of mortgage; but neither anything in this Agreement contained nor the
execution and delivery of any such supplemental indenture shall be construed to 
extend or enlarge in any way the lien of any of said indentures unless provided 
for otherwise in the aforementioned indentures of mortgage.

                                  ARTICLE IV.

        The Merged Company, in addition to the powers conferred upon it by the
laws of the State of Georgia, shall have the powers now granted to said Atlanta
Gas Light Company under the Act of the General Assembly of the State of Georgia,
approved February 16, 1856, incorporating said corporation, as shown by the
Public Acts of Georgia of 1855-6, page 420 et seq., to which reference is hereby
made, as the charter and charter powers granted thereby have been amended by an
Act of the General Assembly of the State of Georgia, approved October 14, 1889,
as shown by the Public Acts of said State of 1888-9, page 1398 et seq., to which
reference is hereby made, and by Orders of the Superior Court of Fulton County
of the State of Georgia, dated December 17, 1919, April 20, 1929, October 22,
1929, and September 13, 1935, March 18, 1941 (granting a petition of merger to
the Georgia Public Utilities Company and Macon Gas Company into Atlanta Gas
Light Company with Atlanta Gas Light Company as the continuing corporation and
under which all the rights, privileges, powers, franchises and immunities of
such Georgia Public Utilities Company and Macon Gas Company were vested in
Atlanta Gas Light Company as the continuing corporation), October 15, 1943,
November 22, 1943, October 17, 1947, August 14, 1951, November 25, 1952,
December 7, 1955, January 25, 1957, February 8, 1960, September 1, 1961, January
26, 1965 and July 20, 1965, respectively, each duly recorded on the minutes of
the Superior Court of said County and in the Charter Books in the Clerk's office
of the Superior Court of said County, to which reference is hereby made as
though they were a part hereof, and further, to the extent that the same are not
a limitation of or inconsistent with the foregoing powers, or with the charter
of Atlanta Gas Light Company which shall be the charter of the Merged Company,
the Merged Company shall also have the powers heretofore granted to Savannah Gas
Company under the powers, franchises, rights, privileges and immunities granted
to Savannah Gas Company under Orders of the Superior Court of Chatham County of
the State of Georgia dated October 9, 1944 (incorporating the Savannah-St.
Augustine Gas Company), December 26, 1944 (granted a petition of merger of St.
Augustine Gas Company with Savannah-St. Augustine Gas Company as the surviving
corporation), December 21, 1945 (changing the name of the corporation to South
Atlantic Gas Company), February 26, 1947, August 9, 1947, October 20, 1949, June
2, 1952 (granting a petition of merger of Trustees Garden Village Associates,
Inc. and Trustees Garden Village, Inc. with South Atlantic Gas Company as the
surviving corporation), August 17, 1953, June 15, 1955, December 12, 1955 and
August 19, 1964 (which included changing the name of the corporation to Savannah
Gas Company), respectively, each duly recorded on the minutes of the Superior
Court of said County, and in the Charter Books in the Clerk's office of the
Superior Court of said County, to which reference is hereby made as though they
were a part hereof, as well as any powers, franchises, rights, privileges and
im-



                                       
<PAGE>
 
munities granted by the legislature of the State of Georgia and now vested in 
Savannah Gas Company including, but not limited to, those granted under the Act 
of the General Assembly of the State of Georgia approved December 14, 1849, 
incorporating Savannah Gas Company, as shown by the Public Acts of Georgia of 
1849-50, p. 194 et seq., to which reference is hereby made, and under the Act of
the General Assembly of said State, approved March 3, 1875, incorporating Mutual
Gas Light Company of Savannah, Georgia, as shown by the Public Acts of Georgia 
of 1875, p. 193 et seq., to which reference is hereby made.

                                   ARTICLE V.

     The maximum number of shares of capital stock of the Merged Company 
authorized to be outstanding at any one time is as follows:

     6,000,000 shares of Common Stock of the par value of $5 per share,

     21,900 shares of 4.44% Cumulative Preferred Stock of the par value of $100 
     per share (hereinafter referred to as the "4.44% Preferred Stock"),

     20,000 shares of 4 1/2% Cumulative Preferred Stock of the par value of $100
     per share (hereinafter referred to as the "4 1/2% Preferred Stock"),

     20,100 shares of 4.60% Cumulative Preferred Stock of the par value of $100
     per share (hereinafter referred to as the "4.60% Preferred Stock"),

     50,000 shares of 4.72% Cumulative Preferred Stock of the par value of $100
     per share (hereinafter referred to as the and 4.72% Preferred Stock"),

     10,000 shares of 5% Cumulative Preferred Stock of the par value of $100
     per share (hereinafter referred to as the "5% Preferred Stock").


     The designations, preferences, voting powers, restrictions, limitations and
qualifications of the several classes of Preferred Stock and of the Common Stock
of the Merged Company shall be as set forth in the applicable provisions of the
Charter of Atlanta Gas Light Company, as amended, and as may be fixed by 
applicable statutory provisions; provided, however, that no share of any such 
class of Preferred Stock shall be issued in violation of the terms of any other
class or shares of Preferred Stock issued by the Merged Company and then 
outstanding. 

     The 5% Preferred Stock of the Merged Company shall have the same general 
rights and preferences and shall rank on a parity with the other classes of 
Preferred Stock of the Merged Company but shall have the following specific 
rights and preferences:

     (a) Dividends. Out of any assets of the Merged Company available for 
dividends, the holders of the 5% Preferred Stock shall be entitled to receive, 
but only when and as declared by the Board of Directors, dividends at the rate 
of 5% per annum, and no more. Dividends declared shall be payable quarterly on 
March 1, June 1, September 1 and December 1 in each year, to stockholders of 
record on a date not more than 30 days prior to such payment date, as may be 
determined by the Board of Directors of the Merged Company. Dividends on the 5% 
Preferred Stock shall be cumulative from and including January 1, 1966, 
provided however no dividends shall accumulate on the 5% Cumulative Preferred 
Stock of Savannah Gas Company after December 31, 1965.

                                       5



<PAGE>
 

     So long as any shares of 5% Preferred Stock are outstanding, no dividends 
shall be declared or paid upon, or set apart for, the shares of any class of
Junior Stock, nor any sums applied to the purchase, redemption or other
retirement of any class of Junior Stock, unless full dividends on all shares of
the 5% Preferred Stock and of any other class of Preferred Stock outstanding for
all past quarterly dividend periods shall have been paid or declared and a sum
sufficient for the payment thereof set apart and the full dividend for the then
current quarterly dividend periods shall have been or concurrently shall be paid
or declared and set apart. The amount of any deficiency for the past dividend
periods may be paid or declared and set apart at any time without reference to
any quarterly dividend payment date. Unpaid accrued dividends on the 5%
Preferred Stock shall not bear interest.

       (b)  Liquidation.  In the event of any liquidation, dissolution or 
winding up of the Merged Company or reduction or decrease of its capital 
resulting in a distribution of assets to the holders of any class of Junior 
Stock, the holders of 5% Preferred Stock shall be entitled to receive the 
amounts prescribed in Section 4.02 of the Charter of Atlanta Gas Light Company, 
as amended.

       (c)  Redemption Provisions.  The Merged Company may at its option 
expressed by resolution of its Board of Directors redeem the 5% Preferred Stock 
in the manner provided in Section 4.03(A) of the Charter of Atlanta Gas Light 
Company, as amended, at any time or from time to time at $105 per share plus 
accrued dividends.

      (d)  Voting Powers and Other Rights.  The holders of the 5% Preferred 
Stock shall have such voting power and other rights and be subject to such 
restrictions and qualifications, as are set forth in Sections 4 to 6, inclusive 
of the Charter of Atlanta Gas Light Company, as amended.

     Each share of the Common Stock of the Merged Company when the merger 
herein provided for shall become effective under the laws of the State of 
Georgia or which may thereafter be issued shall be on equality one with the 
other in the amount of its par value and as to preferences, voting powers, 
restrictions, limitations or qualifications.

                                  ARTICLE VI.

     The number of shares of capital stock with which the Merged Company will 
begin business and the classes of such stock shall be:

     4,123,413 shares of Common Stock, $5 par value,
     21,900 shares 4.44% Cumulative Preferred Stock, $100 par value,
     20,000 shares 4 1/2% Cumulative Preferred Stock, $100 par value,
     20,100 shares 4.60% Cumulative Preferred Stock, $100 par value,
     50,000 shares 4.72% Cumulative Preferred Stock, $100 par value,
     10,000 shares 5% Cumulative Preferred Stock, $100 par value.

     The above numbers of shares will be reduced by the number of shares of 
any such stock the appraisal of and payments for which is demanded in the manner
provided by law.

                                       6
 




<PAGE>
 

     Upon the merger herein provided for becoming effective under the laws of
the State of Georgia, the issued and outstanding shares of Common and Preferred
Stock of Atlanta Gas Light Company shall thereupon be stock of the Merged
Company and the issued and outstanding shares of Common and Preferred Stock of
Savannah Gas Company shall thereupon become and be converted into stock of the
Merged Company in the manner and upon the terms hereinafter set forth:

         The shares of each class of Cumulative Preferred Stock of said Atlanta
    Gas Light Company outstanding on the date when the merger shall become
    effective, less the number of shares thereof, payment and appraisal of which
    shall be demanded in the manner provided by law, shall continue unchanged as
    and be a like number of shares of the same class of the Cumulative Preferred
    Stock of the Merged Company.

         The 3,783,138 shares of Common Stock, of the par value of $5 per share,
    of said Atlanta Gas Light Company to be outstanding at said date, less the
    number of shares thereof, payment and appraisal which shall be determined in
    the manner provided by law, shall continue unchanged, as and be a like
    number of shares of the Common Stock of the par value of $5 per share of the
    Merged Company;

         The 10,000 shares of 5% Cumulative Preferred Stock of the par value of
    $100 per share of said Savannah Gas Company, to be outstanding at said date,
    less the number of shares thereof, payment and appraisal of which shall be
    demanded in the manner provided by law, shall thereupon become and be
    converted into shares of 5% Cumulative Preferred Stock of the par value of
    $100 per share of the Merged Company.

         The 538,000 shares of the Common Stock, with a par value of $2.50 per
    share, of said Savannah Gas Company, to be outstanding at said date, less
    the number of shares thereof owned by Atlanta Gas Light Company and less the
    number of shares thereof, payment and appraisal of which shall be demanded
    in the manner provided by law, shall thereupon become and be converted into
    shares of the Common Stock of the par value of $5 per share of the Merged
    Company. All of the shares of Common Stock of Savannah Gas Company owned by
    Atlanta Gas Light Company on the effective date of the merger shall be
    surrendered and cancelled.

    The basis for the conversion of shares (which is believed to be fair and 
equitable, taking all relevant factors into consideration) is that all of 
Savannah Gas Company's presently outstanding $2.50 par value Common Stock shall 
be converted into $5 par value Common Stock of the Merged Company at the rate of
thirteen (13) shares of such Common Stock of the Merged Company for each twenty 
(20) shares of Common Stock of Savannah Gas Company.  The basis for the 
conversion of the shares of 5% Cumulative Preferred Stock with a par value of
$100 per share of Savannah Gas Company into the shares of 5% Cumulative
Preferred Stock with a par value of $100 per share of the Merged Company shall
be at the rate of one (1) share of such 5% Cumulative Preferred Stock of
Savannah Gas Company for each one (1) share of 5% Cumulative Preferred Stock of
the Merged Company.

    Since the said Atlanta Gas Light Company will continue as the Merged 
Company, the certificates representing all the outstanding shares of each class 
of its Preferred Stock and the outstanding shares of its Common Stock, other 
than any shares of such stock, payment and ap-

                                       7

<PAGE>
 
praisal of which shall have been demanded in the manner provided by law, shall 
continue to represent shares of said Preferred Stock and Common Stock, 
respectively, of the Merged Company after the merger herein provided for shall 
have become effective as aforesaid and no surrender or exchange of such 
certificates by the holders thereof shall be necessary.

     Upon the merger becoming effective under the laws of the State of Georgia, 
a certificate or certificates representing shares of 5% Cumulative Preferred 
Stock of said Savannah Gas Company may at any time thereafter be surrendered, 
duly endorsed in blank or accompanied by a stock power duly endorsed in blank 
(if required by the Merged Company), in exchange for a certificate or 
certificates representing an equal number of shares of 5% Cumulative Preferred 
Stock with a par value of $100 per share of the Merged Company, and a 
certificate or certificates representing shares of Common Stock of said Savannah
Gas Company may also at any time thereafter be surrendered, duly endorsed in 
blank or accompanied by a stock power duly endorsed in blank (if required by the
Merged Company) in exchange for a certificate or certificates representing the 
number of shares of Common Stock of the par value of $5 per share of the Merged 
Company to which the surrendering party is entitled under the terms hereof.

     The Merged Company will not issue fractional shares of its Common Stock, 
but there shall be deposited by the Merged Company with The First National Bank 
of Atlanta as agent for the Stockholders of Savannah Gas Company, a number of 
shares of Common Stock of the Merged Company equal to the aggregate number of 
fractional shares which would be issued but for this provision, to be held by 
said Bank as agent for the stockholders of Savannah Gas Company who would be 
entitled to receive a fractional share but for this provision, for the purpose 
of matching and combining fractional interests in such shares into whole 
interests, or the purchase and sale of such fractional interests among 
stockholders of Savannah Gas Company and the sale, on behalf of, and as agent 
for, such stockholders of such number of fractional or whole interests as may be
necessary to adjust for any remaining fractional interests after such matching. 
In the event said Bank has not received from any such stockholder of Savannah 
Gas Company on or before 60 days following the date of the merger, notice that 
such stockholder of Savannah Gas Company desires said Bank to purchase on his 
behalf a fractional interest sufficient, when added to the fractional share 
already held in his behalf, to equal one whole share, then said Bank shall sell 
for cash such stockholder's interest in the fractional share held by said Bank 
on his behalf, and shall remit the proceeds thereof to such stockholder. Such 
fractional interests shall not be transferable except as hereinabove set forth. 
Any proceeds of such sale not claimed within a period of two (2) years from the 
date of such sale shall be paid to the Merged Company, after which the 
stockholder entitled thereto shall look only to the Merged Company for the 
repayment thereof, without interest. After the effective date of the merger, any
Common Stock of Savannah Gas Company which has not been converted into Common 
Stock of the Merged Company shall have no further right to vote, nor to receive 
dividends. In addition, after the effective date of the merger, any 5% 
Cumulative Preferred Stock of Savannah Gas Company which has not been converted 
into 5% Cumulative Preferred Stock of the Merged Company shall have no further 
right to vote, nor to receive dividends.

                                 ARTICLE VII.

     The by-laws, officers and directors of the Merged Company shall be the same
as those of Atlanta Gas Light Company as of the effective date of the merger.

                                       8
<PAGE>
 
                                 ARTICLE VIII.

        Both Atlanta Gas Light Company and Savannah Gas Company agree to take, 
or cause to be taken, any and all action as might be necessary or appropriate to
carry out the intent and purposes of this Agreement of Merger.

                                  ARTICLE IX.

        This Agreement of Merger shall be submitted for approval to the 
stockholders of both Atlanta Gas Light Company and Savannah Gas Company at a 
meeting of each corporation to be called in accordance with law and under and 
pursuant to the by-laws of each of the respective corporations.  Upon approval 
by the requisite number of stockholders, a petition shall be prepared and 
presented to the Superior Court of Fulton County, Georgia, requesting that 
Savannah Gas Company be merged into Atlanta Gas Light Company in accordance with
the terms hereof.

        IN WITNESS WHEREOF, Atlanta Gas Light Company has caused this Agreement 
to be executed on its behalf by its President and by a majority of its Board of 
Directors, and Savannah Gas Company has caused the same to be executed on its 
behalf by its President and by a majority of its Board of Directors, and each 
has caused its corporate seal to be affixed hereto and the same to be attested 
by its Secretary or by its Assistant Secretary, as of the day and year first 
above written.

                                  Atlanta Gas Light Company

                                  By s/ W. L. LEE
                                  ---------------------------------------------
                                                                 President

/s/ R. O. ARNOLD                  /s/ HENRY J. MILLER
------------------------------    ---------------------------------------------
/s/ CALDER B. CLAY                 /s/ ALLEN POST
------------------------------    ---------------------------------------------
/s/ R. H. DOBBS, JR.               /s/ GEO. A. SANCKEN
------------------------------    ---------------------------------------------
/s/ HARRISON JONES                 /s/ ROBERT P. SHAPPARD, JR.
------------------------------    ---------------------------------------------
/s/ W.L. LEE                       /s/ FREEMAN STRICKLAND
------------------------------    ---------------------------------------------
                                   /s/ R. G. TABER
                                  ---------------------------------------------
[Corporate Seal]

ATTEST:                            A Majority of the Board of Directors of
s/ L. G. FOLSOM                          Atlanta Gas Light Company.
------------------------------    
                 Secretary.



                                       9
<PAGE>
 
                                       SAVANNAH GAS COMPANY

                                       By /s/ H. HANSELL HILLYER
                                         -----------------------------      
                                                         President          
                                                                            
  /s/ FRANK BARRAGAN, JR.                /s/ THOS. M. JOHNSON               
-----------------------------          -------------------------------      
                                                                            
  /s/ WALTER E. BENFIELD, JR.            /s/ JOSEPH M. OLIVER               
-----------------------------          -------------------------------      
                                                                            
  /s/ J. E. CAY, JR.                     /s/ CLARENCE. B REINSCHMIDT         
-----------------------------          -------------------------------      
                                                                            
  /s/ W. B. DAVIS                        /s/ TERRELL T. TUTEN               
-----------------------------          -------------------------------      
                                                                            
  /s/ GRANGER HANSELL                                                       
-----------------------------          -------------------------------      
                                                                            
  /s/ H. HANSELL HILLYER                                                    
-----------------------------          -------------------------------      
                                                                            
  /s/ H. H. HILLYER, JR.                                                    
-----------------------------          -------------------------------      
                                  
         A Majority of the Board of Directors of Savannah Gas Company.
                                  
[Corporate Seal]                  
                                  
ATTEST:                           
                                  
  /s/ W. B. DAVIS                 
-----------------------------     
                    Secretary.     
                                  
                                  
                                      10
                                  
<PAGE>
 
                                   EXHIBIT B
                                   ---------

                           Certificate of Secretary

                                      of

                           ATLANTA GAS LIGHT COMPANY

     The undersigned, L. G. FOLSOM, Secretary of Atlanta Gas Light Company, a 
Georgia corporation, hereby certifies that the Joint Agreement of Merger, dated 
as of December 14, 1965, to which this certificate is attached, is the Agreement
which has been submitted to the stockholders of record of said corporation at a 
meeting thereof called separately for the purpose of voting upon the proposed 
merger provided for in said Joint Agreement of Merger and held on the 25th day 
of January, 1966; that notice of the time, place and object of said meeting was 
given in accordance with the terms of the charter and bylaws of said corporation
to each stockholder of record of such corporation.  Whether entitled to vote or 
not; that at said meeting said Joint Agreement of Merger was considered and a
vote by ballot, in person or by proxy, was taken for the adoption or rejection
of the same.

     The undersigned, as such Secretary of said corporation, hereby further 
certifies that at said meeting of the stockholders of said Atlanta Gas Light 
Company held on January 25, 1955.  71.2% of the holders of the common stock of 
Atlanta Gas Light Company, which is the only stock of said corporation entitled 
to exercise voting power on the proposal to merge Savannah Gas Company into 
Atlanta Gas Light Company, voted for the adoption of said Joint Agreement of 
Merger.

     IN WITNESS WHEREOF, the undersigned, as Secretary of said Atlanta Gas Light
Company has hereunto set his hand and affixed the seal of said corporation, this
27th day of January, 1966.


                                         /s/ L. G. Folsom
                                     ----------------------------------------
                                     Secretary of Atlanta Gas Light Company

[SEAL]
<PAGE>
 
                                   EXHIBIT C
                                   ---------

                           Certificate of Secretary

                                      of

                             SAVANNAH GAS COMPANY

     The undersigned, W. B. DAVIS, Secretary of Savannah Gas Company, a Georgia 
corporation, hereby certifies that the Joint Agreement of Merger, dated as of 
December 14, 1965, to which this certificate is attached, is the Agreement which
has been submitted to the stockholders of record of said corporation at a 
meeting thereof called separately for the purpose of voting upon the proposed 
merger provided for in said Joint Agreement of Merger and held on the 25th day 
of January, 1966; that notice of the time, place and object of said meeting was 
given in accordance with the terms of the charter and bylaws of said corporation
to each stockholder of record of such corporation, whether entitled to vote or 
not; that at said meeting said Joint Agreement of Merger was considered and a 
vote by ballot, in person or by proxy, was taken for the adoption or rejection 
of the same.

     The undersigned, as such Secretary of said corporation hereby further 
certifies that at said meeting of the stockholders of said Savannah Gas Company 
held on January 25, 1966, 33% of the holders of the common stock of Savannah Gas
Company and 82.5% of the holders of the 5% Cumulative Preferred Stock of 
Savannah Gas Company, which are the only stockholders of said corporation 
entitled to exercise voting power on the proposal to merge Savannah Gas Company 
into Atlanta Gas Light Company, voted for the adoption of said Joint Agreement 
of Merger.

     IN WITNESS WHEREOF, the undersigned, as Secretary of said Savannah Gas 
Company has hereunto set his hand and affixed the seal of said corporation, this
25th day of January, 1966.



                                       /s/ W. B. Davis
                                  ------------------------------------------
                                  Secretary of Savannah Gas Company


(Seal)

<PAGE>
 
                                     ORDER
                                     -----

     The foregoing petition of Atlanta Gas Light Company and Savannah Gas 
Company for the merger of said corporations under the laws of the State of 
Georgia having been presented to this Court and examined, and

     IT APPEARING to this Court that said petition is in accordance with the 
laws of the State of Georgia, that the Joint Agreement of Merger has been duly 
entered into by a majority of the Board of Directors of both corporations, that 
meetings of the stockholders of each of said corporations called separately for 
the purpose of voting upon said merger were held, of which meetings notice of 
the time, place and purpose thereof were given in accordance with the charter 
and by-laws of the said corporations to each stockholder of record, whether 
entitled to vote or not, that at said meetings said Joint Agreement of Merger 
was considered and a majority of the holders of each class of said stock of said
corporations entitled to exercise the voting power on the proposal to merge 
voted for the adoption of the said Joint Agreement of Merger, and the 
Secretaries of both corporations have so certified under the seals of their 
respective corporations, and that all acts and things necessary or proper to 
effect the merger of both corporations in accordance with said Joint Agreement 
of Merger and with the law have been done;

     NOW, THEREFORE, IT IS ORDERED AND DECREED, that Atlanta Gas Light Company 
and Savannah Gas Company are hereby merged in accordance with and under the 
terms and conditions of the foregoing petition, the Joint Agreement of Merger 
dated as of December 14, 1965, between said corporations and the laws of the 
State of Georgia, with the result that the separate existence of Savannah Gas 
Company shall cease and it shall be merged into Atlanta Gas Light Company with 
Atlanta Gas Light Company as the continuing corporation in accordance with said 
Joint Agreement of Merger and the laws of the State of Georgia.

     This 31st day of January, 1966.
          ----        -------


                                         /s/ Sam Phillips McKenzie
                                        --------------------------------------
                                        JUDGE, FULTON SUPERIOR COURT


FILED IN OFFICE THIS THE
31 DAY OF JANUARY, 1966 
--        -------    --

D.M. Callaway
--------------------------
Deputy Clerk
<PAGE>
 
                    IN THE SUPERIOR COURT OF FULTON COUNTY
                               STATE OF GEORGIA
                   
GEORGIA                             

FULTON COUNTY
                             
     The Petition of Atlanta Gas Light Company, Petitioner, shows the Court as
follows:

     The Articles of Amendment of Atlanta Gas Light Company, executed by the
President and attested by the Secretary, are attached hereto.

     WHEREFORE, Petitioner prays that the Articles of Amendment of Atlanta Gas
Light Company be granted.

                                          /s/ Allen Post
                                          --------------------------------------
                                          ALLEN POST

                                          /s/ Albert G. Norman, Jr.
                                          --------------------------------------
                                          ALBERT G. NORMAN, JR.


                                          For Hansell, Post, Brandon & Dorsey
                                          Attorneys for Petitioner, Atlanta
                                          Gas Light Company

3300 First National Bank Tower
Atlanta, Georgia 30303

522-3558

          
<PAGE>
 
                             ARTICLES OF AMENDMENT

      Pursuant to the provisions of the Georgia Business
Corporation Code and in particular Section 22-904 thereof, Atlanta
Gas Light Company, a corporation organized and existing under the
laws of the State of Georgia with its registered office in Fulton
County, Georgia, adopts the following Articles of Amendment to its
Articles of Incorporation (Charter):

                                      I.

      The name of the corporation is Atlanta Gas Light Company.
                                      II.

      (a)  The following amendment of the Articles of 
Incorporation (Charter) was adopted by the shareholders of the
corporation of February 6, 1970, in the manner prescribed by the
Georgia Business Corporation Code:
           Section 1.01 of the Articles of Incorporation  (Charter) of the 
corporation was amended to read as follows:
           "Section 1.01. The maximum number of shares of
           capital stock of Atlanta Gas Light Company (hereinafter referred
           to as the "Company") authorized to be outstanding at any one time
           is as follows:
                  6,000,000 shares of Common Stock of the par 
                  value of $5 per share,
                  21,900 shares of 4.44% Cumulative Preferred 
                  Stock of the par value of $100 per share
                  (hereinafter referred to as the "4.44%
                  Preferred Stock"),
                  20,000 shares of 4-1/2% Cumulative Preferred 
                  Stock of the par value of $100 per share
                  (hereinafter referred to as the "4-1/2%
                  Preferred Stock"),


                                               -1-


<PAGE>
 
                    20,100 shares of 4.60% Cumulative Preferred Stock of the par
                    value of $100 per share (hereinafter referred to as the
                    "4.60% Preferred Stock"),

                    50,000 shares of 4.72% Cumulative Preferred Stock of the par
                    value of $100 per share (hereinafter referred to as the
                    "4.72% Preferred Stock"),

                    10,000 shares of 5% Cumulative Preferred Stock of the par
                    value of $100 per share (hereinafter referred to as the "5%
                    Preferred Stock"), and

                    100,000 shares of Cumulative Preferred Stock of the par 
                    value of $100 per share.

               "The designations, preferences, voting powers, restrictions,
               limitations and qualifications of the several classes of Stock of
               Atlanta Gas Light Company shall be as set forth in the applicable
               provisions of this Charter (or Articles of Incorporation) as
               amended, or as may be fixed by applicable statutory provisions,
               or as may from time to time be lawfully provided by resolution of
               the Board of Directors of the Company, provided, however, that no
               share of any such class or series of Preferred Stock shall be
               issued in violation of the terms of any other class or series of
               Preferred Stock then outstanding."

               And Section 3 of the Articles of Incorporation (Charter) was
amended by the addition of a new section to be designated Section 3.05 to read
as follows:

               "Section 3.05 - Shares of Preferred or Special Class in Series: 
               "The shares of any Preferred or special class may be divided into
               and issued in series.  If the shares of any such class are

                                      -2-

<PAGE>
 
               to be issued in series, then each series shall be so designated
               as to distinguish the shares thereof from the shares of all other
               series and classes. Any or all of the series of any such class
               and the variations in the relative rights and preferences as
               between different series may be fixed and determined by this
               Charter (or Articles of Incorporation) as amended, but all shares
               of the same class shall be identical except as to the following
               relative rights and preferences, as to which there may be
               variations between different series:

                    "(1)  The rate of dividend and the date from which dividends
               shall be accumulated.

                    "(2)  Whether shares can be redeemed and, if so, the 
               redemption price and the terms and conditions of redemption.

                    "(3)  The amount payable upon shares in event of voluntary 
               and involuntary liquidation.

                    "(4)  Purchase, retirement or sinking fund provisions, if 
               any, for the redemption or purchase of shares.

                    "(5)  The terms and conditions, if any, on which shares may 
               be converted.

                    "(6)  Whether or not shares have voting rights, and the 
               extent of such voting rights, if any.

               "To the extent that this Charter (or Articles of Incorporation)
               as amended, shall not have established series and fixed and
               determined the variations in the relative rights and preferences
               as between series, the Board of Directors is hereby expressly
               authorized and empowered to divide any or all of such classes
<PAGE>
 
                     into series, and within the limitations set forth in the
                     laws of Georgia and in this Charter (or Articles of
                     Incorporation) to fix and determine the relative rights and
                     preferences of the shares of any series so established. In
                     order for the Board of Directors to establish a series, the
                     Board of Directors shall adopt a resolution setting forth
                     the designation of the series and fixing and determining
                     the relative rights and preferences thereof, or so much
                     thereof as shall not be fixed and determined by the Charter
                     (or Articles of Incorporation); provided, however, that
                     nothing in this section shall be construed to authorize the
                     Board of Directors, after shares have been issued, to make
                     any change in the designations, preferences, limitations,
                     and relative rights of such shares. The Board of Directors
                     may also provide for the issue, sale and distribution of
                     any authorized but unissued shares of any such preferred or
                     special class of stock."

               (b)   The shareholder vote required to adopt such amendment was
       the affirmative vote of the holders of a majority of the shares of the
       Common Stock of the corporation entitled to vote.

               (c)   The number of shares of Common Stock of the corporation 
       outstanding and entitled to vote was 4,123,413.

               (d)   The vote for such amendment was 3,036,770 shares of the 
       Common Stock of the corporation entitled to vote.

                                      -4-

<PAGE>
 
                                     III.

   (a) The following amendment of the Articles of Incorporation (Charter) was 
adopted by the shareholders of the corporation on February 6, 1970, in the
manner prescribed by the Georgia Business Corporation Code:

              "That certain amendments to the Charter of the Company made by
              order of the Superior Court of Fulton County, Georgia, entered on
              the 20th day of April, 1929 is stricken in its entirety, and the
              Company has, and shall have, the power described in that certain
              Act of the General Assembly of the State of Georgia approved
              October 14, 1889 (1888-89 Ga. Laws 1398, 1399), to make, sell and
              furnish electricity for any and all uses to which the same may be
              put advantageously, and the power to lay pipes and conduits, to
              erect poles and run wires either above or below the surface of the
              streets, roads and highways as may be desirable in each case for
              the purpose of furnishing electricity, and the power to maintain
              and repair its pipes, conduits, poles, wires and appurtenances for
              the purpose of furnishing electricity."

              And the following was added to the Articles of Incorporation 
(Charter) of the corporation:

              "The Company shall have the power to make, sell, furnish,
              distribute or otherwise deal with liquefied petroleum gas, bottled
              gas, steam, hot water, chilled water and any other gas, liquid,
              fuel, energy, agency, substance, matter or material which can be
              furnished, delivered or carried by

                                      -5-
<PAGE>
 
          means of pipes, ducts or conduits or by the use of movable containers.
          In addition to any powers, privileges and rights which the Company
          may have under the laws of the State of Georgia or elsewhere in this
          Charter (Articles of Incorporation) as amended from time to time, the
          Company shall also have the power to perform any lawful act connected
          with any purpose, authority, power, right, business or action which it
          may lawfully exercise or engage in".

     (b)  The shareholder vote required to adopt such amendment was the 
affirmative vote of the holders of a majority of the shares of the Common Stock 
of the corporation entitled to vote.

     (c)  The number of shares of Common Stock of the corporation outstanding 
and entitled to vote was 4,123,413.

     (d)  The vote for such amendment was 3,078,656 shares of the Common Stock 
of the corporation entitled to vote.

     IN WITNESS WHEREOF, ATLANTA GAS LIGHT COMPANY has caused these Articles of 
Amendment to be executed and its corporate seal to be affixed and has caused the
foregoing to be attested, all by its duly authorized officers, on this 9th day 
of February, 1970.

                                        ATLANTA GAS LIGHT COMPANY



                                        By
                                          -----------------------
                                                 President


ATTEST:

(Corporate Seal)


[SIGNATURE APPEARS HERE]
----------------------------
         Secretary


                                      -6-
<PAGE>
 
                                   O R D E R
                                   ---------

        The foregoing Articles of Amendment of Atlanta Gas Light Company having 
been presented to and examined by the undersigned Judge of the Superior Court of
Fulton County, Georgia, they are found to be lawful, and

        It is hereby ordered and declared that said amendments and said Articles
of Amendment of Atlanta Gas Light Company be, and the same are hereby, granted.

        This 10th day of February, 1970.



                                    [SIGNATURE APPEARS HERE]
                                    ----------------------------------
                                    Judge, Superior Court of Fulton
                                                County, Georgia
<PAGE>
 
                           ATLANTA GAS LIGHT COMPANY

                               ----------------

           CERTIFICATE OF DESIGNATION OF A SERIES OF CUMULATIVE PRE-
             FERRED STOCK AS 8.32% CUMULATIVE PREFERRED STOCK AND
           FIXING DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH
                  SERIES BY RESOLUTION OF BOARD OF DIRECTORS

         Pursuant to the Provisions of Section 22-502 of the Georgia 
                           Business Corporation Code

                               ----------------

     We, the undersigned, W. L. LEE and L. G. FOLSOM, President and Secretary, 
respectively, of Atlanta Gas Light Company, a corporation organized and existing
under the laws of the State of Georgia (hereinafter sometimes referred to as the
Company), DO HEREBY CERTIFY as follows:

     FIRST: That the Board of Directors of the Company, pursuant to authority 
expressly vested in it by the provisions of the Charter (Articles of 
Incorporation), as amended, has, at a meeting of said Board, duly convened and 
held on the 7th day of June, 1971, at which meeting a quorum for the transaction
of business was present and acting throughout, duly adopted the following 
preamble and resolution:

          "WHEREAS, the Common Stockholders of Atlanta Gas Light Company, at a
     meeting duly and legally held on February 6, 1970, granted to this Board of
     Directors the authority to establish and designate series of the authorized
     but unissued Cumulative Preferred Stock and to fix and determine the
     relative rights and preferences thereof within the limitations set forth in
     the laws of Georgia and in the Charter of this Company and to issue, sell
     and distribute a series so established,

          "NOW, THEREFORE, BE IT

          "RESOLVED, that, as contemplated by Section 3.05 of the Charter, a
     series of Cumulative Preferred Stock of the par value of $100 per share of
     Atlanta Gas Light Company be designated as "8.32% Cumulative Preferred
     Stock" and that 80,000 shares of the heretofore authorized but unissued
     shares of Cumulative Preferred Stock be issued as shares of the 8.32%
     Cumulative Preferred Stock (hereinafter referred to as the 8.32% Preferred
     Stock) with the following rights, preferences, voting powers, restrictions,
     limitations and qualifications:

     (1)  Dividends.

          Out of any assets of the Company available for dividends, the holders
     of the 8.32% Preferred Stock shall be entitled to receive, but only when
     and as declared by the Board of Directors, dividends at the rate of 8.32%
     per annum on the par value thereof, and no more. Dividends declared shall
     be payable quarterly on March 1, June 1, September 1 and December 1 in each
     year, to stockholders of record on a date not more than 30 days prior to
     such payment date, as may be determined by the Board of Directors of the
     Company. Dividends on the 8.32% Preferred Stock shall be cumulative from
     and including the first day of the quarterly dividend period in which such
     shares shall be issued.

          So long as any shares of 8.32% Preferred Stock are outstanding, no
     dividends shall be declared or paid upon, or set apart for, the shares of
     any class of Junior Stock, nor any sums applied to the purchase, redemption
     or other retirement of any class of Junior Stock, unless full dividends on
     all shares of the 8.32% Preferred Stock and of any other class or series of
     Preferred Stock outstanding for all past quarterly dividend periods shall
     have been paid or declared and a sum sufficient for the payment thereof set
     apart and the full dividend for the then current quarterly dividend period
     shall have been or concurrently shall be paid or declared and set apart.
     The amount of any deficiency for the past dividend periods may be paid or
     declared and set apart at any time without reference to any quarterly
     dividend payment date. Unpaid accrued dividends on the 8.32% Preferred
     Stock shall not bear interest.

<PAGE>
 
(2) Liquidation
    
    In the event of any liquidation, dissolution or winding up of the Company or
reduction or decrease of its capital resulting in a distribution of assets to 
the holders of any class of Junior Stock, the holders of 8.32% Preferred Stock 
shall be entitled to receive the amounts prescribed in Section 4.02 of 
the Charter of the Company as amended.

(3) Redemption Provisions.
    
    The Company may at its option expressed by resolution of its Board of 
Directors redeem the 8.32% Preferred Stock in the manner provided in Section 
4.03 (A) of the Charter of the Company, as amended, at any time or from time to 
time at $100 per share plus a premium of:

    $8.32 per share if redeemed prior to June 1, 1976;
    $6.24 per share if redeemed on June 1, 1976 or thereafter and prior to June 
    1, 1981;
    $4.16 per share if redeemed on June 1, 1981 or thereafter and prior to June 
    1, 1986; and 
    $2.08 per share if redeemed on or after June 1, 1986;

together in each case with accrued dividends; provided, however, that no such 
redemption of shares of 8.32% Preferred Stock pursuant to the aforementioned 
option shall be made prior to June 1, 1976, directly or indirectly as a part of,
or in anticipation of, any refunding operation involving the incurring of 
indebtedness by the Company, or through the issuance of capital stock ranking 
equally with or prior to the 8.32% Preferred Stock as to dividends or assets, if
such indebtedness has an effective interest cost to the Company (calculated 
after adjustment, in accordance with generally accepted financial practice, for 
any premium received or discount granted in connection with indebtedness being 
incurred in such refunding operation ), or such stock has an effective dividend 
cost to the Company (so calculated) of less than 8.44%.

(4) Purchase Fund.

    The 8.32% Preferred Stock shall be entitled to the benefits of a Purchase
    Fund as follows:
   
    The Company (unless prevented from so doing by any applicable restriction of
law or contained in the Charter of the Company, as amended) will each year,
beginning in 1974, so long as any shares of the 8.32% Preferred Stock are
outstanding, make an offer (hereinafter called a "Purchase Offer") to the
holders of shares of the 8.32% Preferred Stock to purchase on June 1 in each
such year 1,600 shares (less the number of shares, if any, purchased for
surrender in accordance with the provisions of the following paragraph) of said
8.32% Preferred Stock at prices up to but not exceeding $100 per share. The
obligation of the Company to make annually the above-mentioned Purchase Offer
and to purchase shares of the 8.32% Preferred Stock of the Company tendered for
sale in accordance with the terms thereof, is hereinafter referred to as the
"Purchase Fund Obligation."

    In addition to or in lieu of making a Purchase Offer, a Purchase Fund
Obligation may also be satisfied in whole or in part by the purchase by the
Company, if obtainable, at not exceeding $100 per share plus accrued dividends
to the date of purchase and the surrender for cancellation to the Transfer Agent
for the 8.32% Preferred Stock on or before June 1 in each such year of
certificates for not more than 1,600 shares of said 8.32% Preferred Stock.

    Beginning on or prior to April 15, 1974 and on or prior to April 15 in each 
year thereafter, the Company shall furnish the Transfer Agent for the 8.32% 
Preferred Stock with a certificate signed by the President or a Vice President 
or the Treasurer or an Assistant Treasurer of the Company stating (a) the number
of shares of 8.32% Preferred Stock, if any, purchased by the Company and to be 
surrendered on or prior to June 1 in such year, and that said shares had been 
purchased by the company at prices not exceeding $100 per share plus accrued 
dividends to the date of purchase and (b) that the Company will make an offer to
the holders of its outstanding 8.32% Preferred Stock to purchase a number of 
shares of the 8.32% Preferred Stock, if any, sufficient to satisfy the Purchase 
Fund Obligation (or the balance thereof as the case may be) for such year.

                                       2
<PAGE>
 
   If the certificate filed in any such year shall state that a Purchase Offer
is to be made in such year, the Transfer Agent for the 8.32% Preferred Stock
shall on or prior to May 1 of such year mail to the holders of record of the
8.32% Preferred Stock at the close of business on the day preceding such
mailing, a notice, in the name of the Company, that the Company will on June 1
of such year accept offers to sell the number of, shares required to satisfy the
Purchase Fund Obligation then due at prices not exceeding $100 per share. The
Company may require, and in such event said notice shall specify, that each
offer to sell shares of the 8.32% Preferred Stock shall be accompanied by the
certificate or certificates for the shares so offered, together with evidence
satisfactory to the Transfer Agent of the right of the holder of such shares to
so sell the same to the Company.

   In any year in which a Purchase Offer is made, the Transfer Agent shall on 
June 1 of such year, on behalf of the Company, accept offers to sell shares of 
the 8.32% Preferred Stock received by it up to the full number of shares covered
by the Purchase Offer upon such basis as will result in the lowest aggregate 
cost to the Company. The Transfer Agent shall accept offers made at the same 
price on a pro rata basis, as nearly as practicable. In the event any person 
whose offer is accepted shall thereafter fail to make good such offer said 
Transfer Agent shall to the extent possible accept in lieu thereof the best 
offer or offers, if any, theretofore received and not theretofore accepted.

   On or prior to June 1 in each year in which a Purchase Offer shall have been 
made, the Company shall surrender to the Transfer Agent for the 8.32% Preferred 
Stock, for cancellation, certificates, for the number of shares of 8.32% 
Preferred Stock, if any, specified in the certificate for such year as having 
been purchased by the Company for surrender to the Transfer Agent and deposit 
with said Transfer Agent cash sufficient to purchase shares of 8.32% Preferred 
Stock, if any, accepted for purchase pursuant to the Purchase Offer made in such
year and thereafter shall deposit any additional funds required to carry out the
Purchase Offer for such year. The Transfer Agent shall, on or before the next 
succeeding July 15, return to the Company any funds deposited with it and not 
used or required to purchase shares of the 8.32% Preferred Stock pursuant to the
Purchase Offer for such year. The Purchase Fund Obligations in any year shall be
deemed to be fully satisfied if the Company shall have complied with the 
provisions of this Paragraph (4) notwithstanding that the total number of shares
purchased by it shall be less than the total number of shares covered by the 
Company's Purchase Offer for that year because insufficient offers to sell were 
received by it.

   Purchase Fund Obligations shall be cumulative only to the extent that if any 
year the Company fails to make and carry out a Purchase Offer (if and to the 
extent a Purchase Offer is required to be made in such year), such failure shall
be made good in the manner hereinafter set forth before any dividends shall be 
declared, paid upon, or set apart for any shares of Junior Stock or any sums 
applied to the Purchase, redemption, or other retirement of Junior Stock. Any 
such failure may be good at any time by the making and carrying out of a special
offer (hereinafter called "Special Purchase Offer") to purchase at a price of 
$100 per share plus accrued dividends, if any, to the date of purchase, the 
number of shares of 8.32% Preferred Stock as to which failure exists, and to
that end, the Company shall file with the Transfer Agent a certificate signed by
the President or a Vice President or the Treasurer or an Assistant Treasurer of
the Company specifying a date, not less than 45 days after the date of filing of
such certificate, on which offers to sell shares of the 8.32% Preferred Stock
will be accepted. Special Purchase Offers shall otherwise be made and carried
out on not less than 30 days' notice and in the same manner as hereinabove
provided for Purchase Offers to be carried out on June 1.

   Shares of the 8.32% Preferred Stock purchased pursuant to any Purchase Offer,
or Special Purchase Offer, or surrendered in whole or partial satisfaction of a
Purchase Fund Obligation in any year, shall be cancelled and shall not be
reissued as shares of said series.

                                       3
<PAGE>
 
     (5)  Voting Powers and Other Rights.

          The holders of the 8.32% Preferred Stock shall have such voting powers
     and other rights and be subject to such restrictions and qualifications as
     are set forth in Sections 4 to 6, inclusive, of the Charter of the Company,
     as amended, and for the purposes of said Sections, the 8.32% Preferred
     Stock shall be deemed to be, and shall be treated in all respects as, a
     class of Preferred Stock of the Company."

     SECOND:  The number of shares of Cumulative Preferred Stock of the par 
value of $100 per share authorized but unissued by the Charter, as amended, is 
100,000 and the number of shares of the series of said class of stock designated
as 8.32% Preferred Stock is 80,000.

     IN WITNESS WHEREOF, the undersigned, said W. L. Lee and said L. G. Folsom, 
have made this Certificate under the seal of said Atlanta Gas Light Company and 
have signed the same as President and Secretary, respectively, of said Atlanta 
Gas Light Company, this 10th day of June, 1971.


                                               /s/ W. L. Lee
                                       --------------------------------
                                                   W. L. Lee
                                                   President
                                          ATLANTA GAS LIGHT COMPANY


Attest:

     /s/ L. G. Folsom
---------------------------------
         L. G. Folsom
         Secretary of
   ATLANTA GAS LIGHT COMPANY

[CORPORATE SEAL APPEARS HERE]

ATLANTA GAS LIGHT COMPANY
INCORPORATED FEBRUARY 15, 1856
GEORGIA





                                       4
<PAGE>
 
                             ARTICLES OF AMENDMENT

     Pursuant to the provisions of the Georgia Business Corporation Code and in 
particular Section 22-904 thereof, Atlanta Gas Light Company, a corporation 
organized and existing under the laws of the State of Georgia, with its 
registered office in Fulton County, Georgia, adopts the following Articles of 
Amendment to its Articles of Incorporation (Charter):

                                      I.

     The name of the corporation is Atlanta Gas Light Company.

                                      II.

     (a)  The following amendment of the Articles of Incorporation (Charter) was
adopted by the shareholders of the corporation on June 12, 1973, in the manner 
prescribed by the Georgia Business Corporation Code:

          Section 1.01 of the Articles of Incorporation (Charter) of the 
corporation was amended to read as follows:


          "Section 1.01.  The maximum number of shares of capital stock of 
Atlanta Gas Light Company (hereinafter referred to as the 'Company') authorized 
to be outstanding at any one time is as follows:

          6,000,000 shares of Common Stock of the par value of $5 per share,
          
          21,900 shares of 4.44% Cumulative Preferred Stock of the par value of 
      $100 per share (hereinafter referred to as the '4.44% Preferred Stock'),

          20,000 shares of 4 1/2% Cumulative Preferred Stock of the par value of
      $100 per share (hereinafter referred to as the '4 1/2% Preferred Stock'),

          20,100 shares of 4.60% Cumulative Preferred Stock of the par value of 
      $100 per share (hereinafter referred to
<PAGE>
 
     as the '4.60% Preferred Stock'),

          50,000 shares of 4.72% Cumulative Preferred Stock of the par value of 
     $100 per share (hereinafter referred to as the '4.72% Preferred Stock'),

          10,000 shares of 5% Cumulative Preferred Stock of the par value of 
     $100 per share (hereinafter referred to as the '5% Preferred Stock'),

          80,000 shares of 8.32% Series Cumulative Preferred Stock of the par 
     value of $100 per share, and

          320,000 shares of Cumulative Preferred Stock of the par value of $100 
     per share.

     "The designations, preferences, voting powers, restrictions, limitations
     and qualifications of the several classes or series of Stock of Atlanta Gas
     Light Company shall be as set forth in the applicable provisions of this
     Charter (Articles of Incorporation), as amended, or as may be fixed by
     applicable statutory provisions, or as may from time to time be lawfully
     provided by resolution of the Board of Directors of the Company, provided,
     however, that no share of any such class or series of Preferred Stock shall
     be issued in violation of the terms of any other class or series of
     Preferred Stock then outstanding."

     (b)  The shareholder vote required to adopt such amendment was the 
affirmative vote of the holders of a majority of the shares of the Common Stock 
of the corporation entitled to vote.

     (c)  The number of shares of Common Stock of the corporation outstanding 
and entitled to vote was 4,535,755.

     (d)  The vote for such amendment was 3,235,948 shares of the Common Stock 
of the corporation entitled to vote.

                                     III.

     (a)  The following amendment of the Articles of Incorporation

                                      -2-

<PAGE>
 
(Charter) was adopted by the shareholders of the corporation on June 12, 1973, 
in the manner prescribed by the Georgia Business Corporation Code:

           Section 4.04(B) (i) of the Articles of Incorporation (Charter) of the
     corporation was amended to read as follows:

           "(B) So long as any Preferred Stock is outstanding, the Company shall
        not, without the consent (given in writing without a meeting or by vote
        in person or by proxy at a meeting called for the purpose) of the
        holders of a majority of the aggregate number of shares of all classes
        of Preferred Stock entitled to vote then outstanding-

           (i) Issue, create or assume (including as an issuance any
        extension or renewal) any unsecured securities (notes, debentures or
        other securities representing unsecured indebtedness other than
        indebtedness maturing not more than one year from the date of issuance,
        creation or assumption of any such unsecured securities) for any
        purpose, except for the purpose of refunding outstanding unsecured
        securities of such character or effecting the retirement, by redemption
        or otherwise, of outstanding shares of the Preferred Stock, or of a
        class of stock ranking prior thereto, if immediately after such issue,
        creation or assumption the total principal amount of all unsecured
        securities issued, created or assumed and then outstanding, including
        the unsecured securities then to be issued but excluding indebtedness
        maturing not more than one year from the date of creation, would exceed
        twenty percent (20%) of the aggregate of (i) the total principal amount
        of all bonds or other securities representing secured indebtedness
        issued, created or assumed by the Company and then to be outstanding,
        and

                                      -3-
<PAGE>
 
     (ii) the total of the capital and surplus (including premiums on capital
     stock) of the Company as then to be stated on its books; provided, that any
     unsecured securities issued under any authorization of holders of Preferred
     Stock (and any securities issued to refund the same) shall be excluded from
     the computation of the amount of unsecured securities which may be issued,
     created or assumed within the aforesaid twenty percent (20%) limitation;
     or"

     (b) The shareholders vote required to adopt such amendment was the 
affirmative vote of the holders of a majority of the shares of the Common Stock 
of the corporation entitled to vote, the holders of the majority of the shares 
of the Cumulative Preferred Stock of the corporation entitled to vote and the 
holders of the majority of the total shares of the corporation entitled to vote 
thereon.

     (c) The number of shares of Common Stock of the corporation outstanding and
entitled to vote was 4,535,755. The number of shares of Cumulative Preferred 
Stock of the corporation outstanding and entitled to vote was 181,768. The total
shares of the corporation outstanding and entitled to vote was 4,717,523.

     (d) The vote for such amendment was (i) 3,189,509 shares of the Common 
Stock of the corporation entitled to vote, (ii) 127,178 shares of the Cumulative
Preferred Stock of the corporation outstanding and entitled to vote, and (iii) 
3,316,687 shares of the total shares of the corporation entitled to vote.

     IN WITNESS WHEREOF, ATLANTA GAS LIGHT COMPANY has caused these Articles of
Amendment to be executed and its corporate seal to be affixed and has caused the
foregoing to be attested, all by its duly authorized officers, on this 21st day
                                                                       ---- 
of June, 1973.

                                       ATLANTA GAS LIGHT COMPANY
[Corporate Seal]

ATTEST:                                By______________________________________
                                                       President
[Signature appears here]
_________________________________
Secretary

<PAGE>
 
                    IN THE SUPERIOR COURT OF FULTON COUNTY

                               STATE OF GEORGIA


GEORGIA,

FULTON COUNTY:

        The Petition of Atlanta Gas Light Company, Petitioner, shows the Court

as follows:

        The Articles of Amendment of Atlanta Gas Light Company, executed by the 

President and attested by the Secretary, are attached hereto.  

        WHEREFORE, Petitioner prays that the Articles of Amendment of Atlanta 

Gas Light Company be granted.  




                                        /s/ Allen Post
                                        -----------------------------------
                                        ALLEN  POST



                                        /s/ N. William Bath
                                        ----------------------------------
                                        N. WILLIAM BATH



                                        For Hansell, Post, Brandon & Dorsey 
                                        Attorneys for Petitioner,
                                        Atlanta Gas Light Company


3300 First National Bank Tower
Atlanta, Georgia   30303
658-9600

<PAGE>
 





                                   O R D E R
                                   ---------


        The foregoing Articles of Amendment of Atlanta Gas Light Company having 

been presented to and examined by the undersigned Judge of the Superior Court of

Fulton County, Georgia, they are found to be lawful, and


        It is hereby ordered and declared that said amendments and said Articles

of Amendment of Atlanta Gas Light Company be, and the same are hereby, granted.



        This 22nd day of June, 1973.



                                        /s/ John S. Langford, Jr.
                                        -------------------------------------
                                        JUDGE, SUPERIOR COURT, 
                                        FULTON COUNTY, GEORGIA

<PAGE>
 
                           ATLANTA GAS LIGHT COMPANY

                               ---------------

            CERTIFICATE OF DESIGNATION OF A  SERIES OF CUMULATIVE 
              PREFERRED STOCK AS 7.84% CUMULATIVE PREFERRED STOCK
             AND FIXING DIVIDEND AND OTHER PREFERENCES AND RIGHTS
              OF SUCH SERIES BY RESOLUTION OF BOARD OF DIRECTORS

         Pursuant to the Provisions of Section 22-502 of the Georgia 
                           Business Corporation Code

                              -----------------

        We, the undersigned, W. L. Lee and L. G. Folsum, President and
Secretary, respectively, of Atlanta Gas Light Company, a corporation organized
and existing under the laws of the State of Georgia (hereinafter sometimes
referred to as the Company), DO HEREBY CERTIFY as follows:


        FIRST: That the Board of Directors of the Company, pursuant to authority
expressly vested in it by the provisions of the Charter (Articles of 
Incorporation), as amended, has, at a meeting of said Board, duly convened and  
held  on the 9th day of July, 1973, at which meeting a quorum for the 
transaction of business was present and acting throughout, duly adopted the 
following preamble and resolution:

                "WHEREAS, the Common Stockholders of Atlanta Gas Light Company 
        have heretofore granted to this Board of Directors the authority to
        establish and designate series of the authorized but unissued Cumulative
        Preferred Stock of the Company and to fix and determine the relative
        rights and preferences thereof within the limitations set forth in the
        laws of Georgia and in the Charter of this Company and to issue, sell
        and distribute a series so established,

                "NOW, THEREFORE, BE IT

                "RESOLVED, that, as contemplated by Section 3.05 of the Charter,
        a series of Cumulative Preferred Stock of the par value of $100 per
        share of Atlanta Gas Light Company be designated as '7.84% Cumulative
        Preferred Stock' and that 75,000 shares of the heretofore authorized but
        unissued shares of Cumulative Preferred Stock be issued as shares of the
        7.84% Cumulative Preferred Stock (hereinafter referred to as the 7.84%
        Preferred Stock) with the following rights, preferences, voting powers,
        restrictions, limitations and qualifications:

        (1) Dividends.

                Out of any assets of the Company available for dividends, the 
        holders of the 7.84% Preferred Stock shall be entitled to receive, but
        only when and as declared by the Board of Directors, dividends at the
        rate of 7.84% per annum on the par value thereof, and no more. Dividends
        declared shall be payable quarterly on March 1, June 1, September 1 and
        December 1 in each year, to stockholders of record on a date not more
        than 30 days prior to such payment date, as may be determined by the
        Board of Directors of the Company. Dividends on the 7.84% Preferred
        Stock shall be cumulative from and including the initial date of issue
        of any shares of the 7.84% Preferred Stock.

                So long as any shares of 7.84% Preferred Stock are outstanding,
        no dividends shall be declared or paid upon, or set apart for, the
        shares of any class of Junior Stock, nor any sums applied to the
        purchase, redemption or other retirement of any class of Junior Stock,
        unless full dividends on all shares of the 7.84% Preferred Stock and of
        any other class or series of Preferred Stock outstanding for all past
        quarterly dividend periods shall have been paid or declared and a sum
        sufficient for the payment thereof set apart and the full dividend for
        the then current quarterly dividend period shall have been or
        concurrently shall be paid or declared and set apart. The amount of any
        deficiency for the past dividend periods may be paid or declared and set
        apart at any time without reference to any quarterly dividend payment
        date. Unpaid accrued dividends on the 7.84% Preferred Stock shall not
        bear interest.
        
<PAGE>
 
(2)  Liquidation.

     In the event of any liquidation, dissolution or winding up of the Company
or reduction or decrease of its capital resulting in a distribution of assets to
the holders of any class of Junior Stock, the holders of 7.84% Preferred Stock
shall be entitled to receive the amounts presented in Section 4.02 of the
Charter of the Company as amended.

(3)  Redemption Provisions.     
  
     The Company may at its option expressed by resolution of its Board of 
Directors redeem the 7.84% Preferred Stock in the manner provided in Section 
4.03 (A) of the Charter of the Company, as amended, at any time or from time to 
time at $100 per share plus a premium of:

     $7.84 per share if redeemed prior to July 1, 1978;

     $5.88 per share if redeemed on July 1, 1978 or thereafter and prior to 
July 1, 1983;

     $3.92 per share if redeemed on July 1, 1983 or thereafter and prior to July
1, 1988; and

     $1.96 per share if redeemed on or after July 1, 1988;

together in each case with accrued dividends; provided, however, that no such 
redemption of shares of 7.84% Preferred Stock pursuant to the aforementioned 
option shall be made prior to July 1, 1978, directly or indirectly as a part of,
or in anticipation of, any refunding operation involving the incurring of 
indebtedness by the Company, or through the issuance of capital stock ranking 
equally with or prior to the 7.84% Preferred Stock as to dividends or assets, if
such indebtedness has an effective interest cost to the Company (calculated 
after adjustment, in accordance with generally accepted financial practice, for 
any premium received or discount granted in connection with indebtedness being 
incurred in such refunding operation), or such stock has an effective dividend
cost to the Company (so calculated) of less than 7.90%.

(4)  Purchase Fund.
     
     The 7.84% Preferred Stock shall be entitled to the benefits of a Purchase
Fund as follows:

     The Company (unless prevented from so doing by any applicable restriction
of law or contained in the Charter of the Company, as amended) will each year,
beginning in 1976, so long as any shares of the 7.84% Preferred Stock are
outstanding, make an offer (hereinafter called a "Purchase Offer") to the
holders of shares of the 7.84% Preferred Stock to purchase on July 1 in each
such year 1,500 shares (less the number of shares, if any, purchased for
surrender in accordance with the provisions of the following paragraph) of said
7.84% Preferred Stock at prices up to but not exceeding $100 per share. The
obligation of the Company to make annually the above-mentioned Purchase Offer
and to purchase shares of the 7.84% Preferred Stock of the Company tendered for
sale in accordance with terms thereof, is hereinafter referred to as the
"Purchase Fund Obligation."

     In addition to or in lieu of making a Purchase Offer, a Purchase Fund 
Obligation may also be satisfied in whole or in part by the purchase by the 
Company, if obtainable, at not exceeding $100 per share plus accrued dividends  
to the date of purchase and the surrender for cancellation to the Transfer Agent
for the 7.84% Preferred Stock on or before July 1 in each such year of 
certificates for not more than 1,500 shares of said 7.84% Preferred Stock.

     Beginning on or prior to May 15, 1976 and on or prior to May 15 in each 
year thereafter, the Company shall furnish the Transfer Agent for the 7.84% 
Preferred Stock with a certificate signed by the President or a Vice President 
or the Treasurer or an Assistant Treasurer of the Company stating (a) the number
of shares of the 7.84% Preferred Stock, if any, purchased by the Company and to
be surrendered on or prior to July 1 in such year, and that said shares had

                                       2
























    
<PAGE>
 
been purchased by the Company at prices not exceeding $100 per share plus 
accrued dividends to the date of purchase and (b) that the Company will make an 
offer to the holders of its outstanding 7.84% Preferred Stock to purchase a 
number of shares of the 7.84% Preferred Stock, if any, sufficient to satisfy the
Purchase Fund Obligation (or the balance thereof as the case may be) for such 
year.

     If the certificate filed in any such year shall state that a Purchase Offer
is to be made in such year, the Transfer Agent for the 7.84% Preferred Stock 
shall on or prior to June 1 of such year mail to the holders of record of the 
7.84% Preferred Stock at the close of business on the day preceding such 
mailing, a notice in the name of the Company, that the Company will on July 1 of
such year accept offers to sell the number of shares required to satisfy the 
Purchase Fund Obligation then due at prices not exceeding $100 per share. The 
Company may require, and in such event said notice shall specify, that each 
offer to sell shares of the 7.84% Preferred Stock shall be accompanied by the 
certificate or certificates for the shares so offered, together with evidence 
satisfactory to the Transfer Agent of the right of the holder of such shares to 
so sell the same to the Company. 

     In any year in which a Purchase Offer is made, the Transfer Agent shall on 
July 1 of such year, on behalf of the Company, accept offers to sell shares of 
the 7.84% Preferred Stock received by it up to the full number of shares covered
by the Purchase Offer upon such basis as will result in the lowest aggregate 
cost to the Company. The Transfer Agent shall accept offers made at the same 
price on a pro rata basis, as nearly as practicable. In the event any person 
whose offer is accepted shall thereafter fail to make good such offer said 
Transfer Agent shall to the extent possible accept in lieu thereof the best 
offer or offers, if any, theretofore received and not theretofore accepted.

     On or prior to July 1 in each year in which a Purchase Offer shall have 
been made, the Company shall surrender to the Transfer Agent for the 7.84% 
Preferred Stock, for cancellation, certificates, for the number of shares of 
7.84% Preferred Stock, if any, specified in the certificate for such year as 
having been purchased by the Company for surrender to the Transfer Agent and 
deposit with said Transfer Agent cash sufficient to purchase shares of 7.84% 
Preferred Stock, if any, accepted for purchase pursuant to the Purchase Offer 
made in such year and thereafter shall deposit any additional funds required to 
carry out the Purchase Offer for such year. The Transfer Agent shall, on or 
before the next succeeding August 15, return to the Company any funds deposited 
with it and not used or required to purchase shares of the 7.84% Preferred Stock
pursuant to the Purchase Offer for such year. The Purchase Fund Obligations in 
any year shall be deemed to be fully satisfied if the Company shall have 
complied with the provisions of this Paragraph (4) notwithstanding that the 
total number of shares purchased by it shall be less than the total number of 
shares covered by the Company's Purchase Offer for that year because 
insufficient offers to sell were received by it.

     Purchase Fund Obligations shall be cumulative only to the extent that if 
any year the Company fails to make and carry out a Purchase Offer (if and to the
extent a Purchase Offer is required to be made in such year), such failure shall
be made good in the manner hereinafter set forth before any dividends shall be 
declared, paid upon, or set apart for any shares of Junior Stock or any sums 
applied to the purchase, redemption, or other retirement of Junior Stock. Any 
such failure may be made good at any time by the making and carrying out of a 
special offer (hereinafter called "Special Purchase Offer") to purchase at a 
price of $100 per share plus accrued dividends, if any, to the date of purchase,
the number of shares of 7.84% Preferred Stock as to which failure exists and, to
that end, the Company shall file with the Transfer Agent a certificate signed by
the President or a Vice President or the Treasurer or an Assistant Treasurer of 
the Company specifying a date, not less than 45 days after the date of filing of
such certificate, on which offers to sell shares of the 7.84% Preferred Stock 
will be accepted. Special Purchase Offers shall otherwise be made and carried 
out on not less than 30 days' notice and in the same manner as hereinabove 
provided for Purchase Offers to be carried out on July 1.

                                       3
<PAGE>
 
          Shares of the 7.84% Preferred Stock purchased pursuant to any Purchase
     Offer, or Special Purchase Offer, or surrendered in whole or partial
     satisfaction of a Purchase Fund Obligation in any year, shall be canceled
     and shall not be reissued as shares of said series.

    (5) Voting Powers and Other Rights.

          The holders of the 7.84% Preferred Stock shall have such voting 
    powers and other rights and the subject to such restrictions and
    qualifications as are set forth in Section 4 to 6, inclusive, of the Charter
    of the Company, as amended, and for the purposes of said Sections, the 7.84%
    Preferred Stock shall be deemed to be, and shall be treated in all respects
    as, a class of Preferred Stock of the Company."

    SECOND: The number of authorized but unissued sahres of Cumulative Preferred
Stock of the par value of $100 per share authorized by the Charter, as amended,
is 320,000 and the number of shares of the series of said class of stock
designated as 7.84% Cumulative Preferred Stock is 75,000.

    IN WITNESS WHEREOF, the undersigned, said W. L. Lee and said L. G. Folsom,
have made this Certificate under the seal of said Atlanta Gas Light Company and
have signed the same as President and Secretary, respectively, of said Atlanta
Gas Light Company, this 10th day of July, 1973.

                                                    /s/ W. L. Lee
                                       -----------------------------------------
                                                      W. L. Lee
                                                      President
                                             ATLANTA GAS LIGHT COMPANY


Attest:

          /s/ L. G. Folsom
-----------------------------------
            L. G. Folsom
            Secretary of
       ATLANTA GAS LIGHT COMPANY

(CORPORATE SEAL)

ATLANTA GAS LIGHT COMPANY
INCORPORATED FEBRUARY 16, 1856
GEORGIA

                                       4
<PAGE>
 

                             ARTICLES OF AMENDMENT
                             ---------------------


          Pursuant to the provisions of the Georgia Business Corporation Code 
and in particular Section 22-904 thereof, ATLANTA GAS LIGHT COMPANY, a 
corporation organized and existing under the laws of the State of Georgia, with 
its registered office in Fulton County, Georgia, adopts the following Articles 
of Amendment to its Articles of Incorporation (Charter):

                                      I.

          The name of the corporation is ATLANTA GAS LIGHT COMPANY.

                                      II.

          (a)  The following amendment of the Articles of Incorporation 
(Charter) was adopted by the shareholders of the corporation on 
February 6, 1976, in the manner prescribed by the Georgia Business Corporation 
Code:
          Section 1.01 of the Articles of Incorporation (Charter) of the 
corporation was amended to read as follows:

          "Section 1.01. The maximum number of shares of capital stock of
Atlanta Gas Light Company (hereinafter referred to as the "Company") authorized
to be outstanding at any one time is as follows:

          6,000,000 shares of Common Stock of the par value of $5 per share,

          21,900 shares of 4.44% Cumulative Preferred Stock of the par value of 
$100 per share (hereinafter referred to at the "4.44% Preferred Stock"),

          20,000 shares of 4.50% Cumulative Preferred Stock of the par value of 
$100 per share (hereinafter referred to as the "4.50% Preferred Stock"),

          20,100 shares of 4.60% Cumulative Preferred Stock of the par value of 
$100 per share (hereinafter referred to as the "4.60% Preferred Stock"),

          50,000 shares of 4.72% Preferred Stock of the par value of $100 per 
share (hereinafter referred to as the "4.72% Preferred Stock"),
<PAGE>
 
          10,000 shares of 5% Cumulative Preferred Stock of the par value of
     $100 per share (hereinafter referred to as the "5% Preferred Stock"),

          80,000 shares of 8.32% Series Cumulative Preferred Stock of the par
     value of $100 per share,

          75,000 shares of 7.84% Series Cumulative Preferred Stock of the par
     value of $100 per share,

          245,000 shares of Cumulative Preferred Stock of the par value of $100
     per share, and
  
          1,000,000 shares of Cumulative Preferred Stock of no par value with
     the amount of stated capital allocated to each share to be determined by
     the Board of Directors of the Company at the time of issue thereof, and
     with the maximum aggregate stated capital allocable to all such shares at
     any time outstanding of not more than $30,000,000.

          The designations, preferences, voting powers, restrictions,
     limitations and qualifications of the several classes of series of stock of
     Atlanta Gas Light Company shall be as set forth in the applicable
     provisions of this Charter (Articles of Incorporation), as amended, or as
     may be fixed by applicable statutory provisions, or as may from time to
     time be lawfully provided by resolution of the Board of Directors of the
     Company, provided, however, that no share of any such class or series of
     Preferred Stock shall be issued in violation of the terms of any other
     class or series of Preferred Stock then outstanding."

          Section 2.01 of the Articles of Incorporation (Charter) of the
corporation was amended to read as follows:

          "Section 2.01. The term "Preferred Stock" shall mean any class of
     Preferred Stock described in Section 3 and any other class of stock with
     respect to which dividends and amounts payable upon liquidation,
     dissolution or winding up of the Company, or upon reduction or decrease


                                      -2-
<PAGE>
 
         of its capital resulting in a distribution of assets to holders of any
         class of Junior Stock, shall be payable on a parity with the amounts
         payable in respect of Preferred Stock described in Section 3,
         notwithstanding that any such other class of Preferred Stock may have a
         par value (or be of no par value), dividend rate, redemption prices,
         amounts payable thereon upon liquidation, dissolution or winding up,
         sinking or purchase fund, voting rights and other terms and provisions
         varying form those of the classes of such Preferred Stock then
         described in Section 3."

              Section 2.03 of the Articles of Incorporation (Charter of the 
corporation was amended to read as follows:

              "Section 2.03. The term 'accrued dividends' shall mean, in respect
to each share of any class of stock, that amount which shall be equal to simple 
interest upon the par value, or the stated capital allocated to shares of no par
value, at the annual dividend rate fixed for such class of stock and no more, 
from and including the date upon which dividends on such share became cumulative
and (i) up to but not including the date fixed for payment in liquidation or for
redemption, or, as the case may be, (ii) up to and including the last day of any
period for which such accrued dividends are to be determined, less the aggregate
amount of all dividends theretofore paid or declared and set apart for payment 
thereon. Computation of accrued dividends in respect of any portion of a 
quarterly dividend period shall be by the 360-day year, 30-day month, method of 
computing interest."

              Section 4.02 of the Articles of Incorporation (Charter) of the 
corporation was amended to read as follows:

              "Section 4.02. Liquidation Rights. In the event of any 
                             ------------------
liquidation, dissolution or winding up of the Company,

                                      -3-


<PAGE>
 
     or reduction or decrease of its capital resulting in a distribution of
     assets to the holders of any class of Junior Stock, whether voluntary or
     involuntary, the holders of each class of Preferred Stock shall be entitled
     to receive for each share thereof the par value, or an amount equal to the
     stated capital allocated to shares of no par value, thereof, plus, in case
     such liquidation, dissolution, winding up, reduction or decrease shall have
     been voluntary, an amount per share equal to the redemption premium that
     would then be payable to the holders thereof if such Preferred Stock were
     to be payable to the holders thereof if such Preferred Stock were to be
     redeemed at the option of the Company, together in each case with accrued
     dividends, before any distribution of the assets shall be made to the
     holders of shares of any class of Junior Stock; but the holders of
     Preferred Stock shall be entitled to no further participation in such
     distribution. A consolidation or merger of the Company or sale, conveyance,
     exchange or transfer (for cash, shares of stock, securities or other
     consideration) of all or substantially all of the property or assets of the
     Company shall not be deemed a dissolution, liquidation or winding up of the
     Company within the meaning of this Section 4.02."

           Section 4.04 (iv) of the Articles of Incorporation (Charter) of the 
corporation was amended to read as follows:

           "(iv)  Reduce the par value of the capital allocable to the
     outstanding Preferred Stock with par value, or reduce the stated capital
     allocated to outstanding Preferred Stock of no par value, or reduce below
     the greater of $5,000,000 or the aggregate par value and/or stated capital
     of all classes of Preferred Stock at the time outstanding the aggregate
     capital allocable to Junior Stock, except in any case where a State

                                      -4-
<PAGE>
 
     or Federal regulatory body having jurisdiction shall have required the
     Company to reduce the book value of its assets and in conjunction therewith
     the capital allocable to one or more classes of Junior Stock is to be
     reduced in an amount or amounts not exceeding in the aggregate the amount
     of such reduction of book value of assets; or"

           Section 6.01 of the Articles of Incorporation (Charter) of the 
corporation was amended as follows:

           "Section 6.01.  Voting Provisions.  At any meeting of the holders of 
                           -----------------
     the Preferred Stock which shall be called for any purpose, pursuant to
     Section 4, the presence in person or by proxy of the holders of the
     majority of the issued and outstanding shares of all classes of Preferred
     Stock (or, in the case of a meeting of stockholders of less than all
     classes of Preferred Stock, a majority of the issued and outstanding shares
     of all such classes of Preferred Stock entitled to vote at such meeting)
     shall be necessary for a quorum, provided, however, that if such quorum
     shall not be obtained at such meeting or at any adjournment thereof within
     thirty (30) days from the date of the meeting as originally called, then
     the presence in person or by proxy of the holders of one-third of the
     issued and outstanding shares of the classes of Preferred Stock entitled to
     vote at the meeting shall be sufficient for a quorum.

           "At all elections of Directors each holder of any class of stock
     entitled to vote shall be entitled to as many votes as shall equal (1) the
     number of votes such holder would have (except for the provisions of this
     paragraph) multiplied by (2) the number of Directors to be elected by the
     holders of stock of such class, and may cast all of such votes for a single
     director or may distribute them among the number to be voted for, or any
     two or more of them as such holder may see fit.

                                      -5-
<PAGE>
 
     "Each holder of Preferred Stock, as to all matters in respect of which such
stock has voting power, shall be entitled to one vote for each share of stock 
standing in his name; provided that if there shall be several classes of 
Preferred Stock outstanding which have different par values per share or 
different amounts of stated capital allocated to shares of no par value, for the
purposes of all votes or consents contemplated in Section 4 the class having the
lowest par value or amount of stated capital per share shall be entitled to one 
vote per share and each other class of par or no par value Preferred Stock shall
be entitled to a number of votes per share so that the number of votes for each 
share of any such class bears the same proportion to the par value per share or 
stated capital allocated per no par value share thereof as one vote per share 
bears per share to the shares having the lowest par value per share or amount of
stated capital per no par value share.

     "Subject to the voting rights expressly conferred upon the Preferred Stock 
by Section 4 and the voting rights of any other class of Junior Stock 
outstanding, the holders of Common Stock shall exclusively possess full voting 
rights for the election of Directors and for all other purposes and each holder 
shall be entitled to one vote for each share thereof standing in his name.

     "Except as herein expressly provided, or mandatorily provided by the laws 
of Georgia, a quorum of any class or classes of stock entitled to vote as a 
class at any meeting shall consist of a majority of such class or classes, as 
the case may be, and a plurality vote of such quorum shall govern.

     "No holders of any class of stock shall be entitled to receive notice of 
any meeting of holders of any other class of stock at which they are not 
entitled to vote."

                                      -6-
<PAGE>
 
     (b)  The shareholder vote required to adopt such amendment was the 
affirmative vote of the holders of a majority of the shares of the Common Stock 
of the corporation entitled to vote.

     (c)  The number of shares of Common Stock of the corporation outstanding 
and entitled to vote was 4,535,755.

     (d)  The vote for such amendment was 3,301,201 shares of the Common Stock 
of the corporation entitled to vote.

     IN WITNESS WHEREOF, ATLANTA GAS LIGHT COMPANY has caused these Articles of 
Amendment to be executed and its corporate seal to be affixed and has caused the
foregoing to be attested, all by its duly authorized officers, on this 2nd day 
of March, 1976.


                                             ATLANTA GAS LIGHT COMPANY


                                             By [SIGNATURE APPEARS HERE]
                                               ------------------------------
                                                          President



ATTEST:

(Corporate Seal)



/s/ L. G. Folsom
----------------------------------
Secretary


                                      -7-
<PAGE>
 
                    IN THE SUPERIOR COURT OF FULTON COUNTY

                               STATE OF GEORGIA



G E O R G I A,

FULTON COUNTY:

           The petition of ATLANTA GAS LIGHT COMPANY, Petitioner, shows the 
Court as follows:

           The Articles of Amendment of Atlanta Gas Light Company, executed by 
the President and attested by the Secretary, are attached hereto.

           WHEREFORE, Petitioner prays that the Articles of Amendment of Atlanta
Gas Light Company be granted.


                                          /s/ Allen Post
                                        -----------------------------
                                        ALLEN POST


                                          /s/ Albert G. Norman, Jr.
                                        -----------------------------
                                        ALBERT G. NORMAN, JR.


                                          /s/ N. William Bath
                                        -----------------------------
                                        N. WILLIAM BATH

                                        For Hansell, Post, Brandon & Dorsey
                                        Attorneys for the Petitioner,
                                        Atlanta Gas Light Company

3300 First National Bank Tower
Atlanta, Georgia  30303

Telephone  404-581-8000
<PAGE>
 
                           ATLANTA GAS LIGHT COMPANY

                                  -----------

            CERTIFICATE OF DESIGNATION OF A SERIES OF CUMULATIVE PRE-
            FERRED STOCK AS 9.30% SERIES CUMULATIVE PREFERRED STOCK
            AND FIXING DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF
                SUCH SERIES BY RESOLUTION OF BOARD OF DIRECTORS

     Pursuant to the Provisions of Section 22-502 of the Georgia Business 
                               Corporation Code

                                  -----------

     We, the undersigned, Joe T. LaBoon and L. G. Folsom, President and 
Secretary, respectively, of Atlanta Gas Light Company, a corporation organized 
and existing under the laws of the State of Georgia (hereinafter sometimes 
referred to as the Company), DO HEREBY CERTIFY as follows:

     FIRST: That the Board of Directors of the Company, pursuant to authority 
expressly vested in it by the provisions of the Charter (Articles of 
Incorporation), as amended, has, at a meeting of said Board, duly convened and 
held on the fifth day of November, 1976, at which meeting a quorum for the 
transaction of business was present and acting throughout, duly adopted the 
following preamble and resolution:

           "WHEREAS, the Common Stockholders of Atlanta Gas Light Company have
     heretofore approved an amendment to the Charter of the Company which
     granted to this Board of Directors the authority to establish and designate
     series of the authorized but unissued Cumulative Preferred Stock of the
     Company and to fix and determine the relative rights and preferences
     thereof within the limitations set forth in the laws of Georgia and in the
     Charter of this Company and to issue, sell and distribute a series so
     established,

           "NOW, THEREFORE, BE IT

           "RESOLVED, that, as contemplated by Section 3.05 of the Charter, a
     series of Cumulative Preferred Stock of the par value of $100 per share of
     Atlanta Gas Light Company be designated as `9.30% Series Cumulative
     Preferred Stock' and that 100,000 shares of the heretofore authorized but
     unissued shares of Cumulative Preferred Stock be issued as shares of the
     9.30% Series Cumulative Preferred Stock (hereinafter referred to as the
     9.30% Preferred Stock) with the following rights, preferences, voting
     powers, restrictions, limitations and qualifications:

     (1)  DIVIDENDS.

          Out of any assets of the Company available for dividends, the holders
     of the 9.30% Preferred Stock shall be entitled to receive, but only when
     and as declared by the Board of Directors, dividends at the rate of 9.30%
     per annum on the par value thereof, and no more. Dividends declared shall
     be payable quarterly on March 1, June 1, September 1 and December 1 in each
     year, to stockholders of record on a date not more than 30 days prior to
     such payment date, as may be determined by the Board of Directors of the
     Company. Dividends on the 9.30% Preferred Stock shall be cumulative from
     and including the initial date of issue of any shares of the 9.30%
     Preferred Stock.

           So long as any shares of 9.30% Preferred Stock are outstanding, no
     dividends shall be declared or paid upon, or set apart for, the share of
     any class of Junior Stock, nor any sums applied to the purchase, redemption
     or other retirement of any class of Junior Stock, unless full dividends on
     all shares of the 9.30% Preferred Stock and of any other class or series of
     Preferred Stock outstanding for all past quarterly dividend periods shall
     have been paid or declared and a sum sufficient for the payment thereof set
     apart and the full dividend for the then current quarterly dividend period
     shall
<PAGE>
 
have been or concurrently shall be paid or declared and set apart.  The amount 
of any deficiency for the past dividend periods may be paid or declared and set 
apart at any time without reference to any quarterly dividend payment date.  
Unpaid accrued dividends on the 9.30% Preferred Stock shall not bear interest.

(2) LIQUIDATION.

     In the event of any liquidation, dissolution or winding up of the Company 
or reduction or decrease of its capital resulting in a distribution of assets to
the holders of any class of Junior Stock, the holders of 9.30% Preferred Stock 
shall be entitled to receive the amounts prescribed in Section 4.02 of the 
Charter of the Company as amended.

(3) OPTIONAL REDEMPTION PROVISIONS.

     The Company may at its option expressed by resolution of its Board of 
Directors redeem the 9.30% Preferred Stock in the manner provided in 
Section 4.03 (A) of the Charter of the Company, as amended, at any time or from
time to time at $100 per share plus a premium of:

$9.30 per share if redeemed on or prior to December 1, 1977;

$8.64 per share if redeemed after December 1, 1977 and on or prior to 
 December 1, 1978;

$7.97 per share if redeemed after December 1, 1978 and on or prior to 
 December 1, 1979;

$7.31 per share if redeemed after December 1, 1979 and on or prior to 
 December 1, 1980;

$6.64 per share if redeemed after December 1, 1980 and on or prior to 
 December 1, 1981;

$5.98 per share if redeemed after December 1, 1981 and on or prior to 
 December 1, 1982;

$5.31 per share if redeemed after December 1, 1982 and on or prior to 
 December 1, 1983;

$4.65 per share if redeemed after December 1, 1983 and on or prior to 
 December 1, 1984;

$3.99 per share if redeemed after December 1, 1984 and on or prior to 
 December 1, 1985;

$3.32 per share if redeemed after December 1, 1985 and on or prior to 
 December 1, 1986;

$2.66 per share if redeemed after December 1, 1986 and on or prior to 
 December 1, 1987;

$1.99 per share if redeemed after December 1, 1987 and on or prior to 
 December 1, 1988;

$1.33 per share if redeemed after December 1, 1988 and on or prior to 
 December 1, 1989;

  and

$0.66 per share if redeemed after December 1, 1989 and on or prior to 
 December 1, 1990;

and, thereafter, without premium; together in each case with accrued dividends; 
provided, however, that no such redemption of shares of 9.30% Preferred Stock 
pursuant to the aforementioned option shall be made prior to December 1, 1986, 
directly or indirectly as a part of, or in anticipation of, any refunding 
operation involving the incurring of indebtedness by the Company, or through the
issuance of capital stock ranking equally with or prior to the 9.30% Preferred 
Stock as to dividends or assets, if (i) such indebtedness has an effective 
interest cost to the Company (calculated after adjustment, in accordance with 
generally accepted financial practice, for any premium received or discount 
granted in connection with indebtedness being incurred in such refunding 
operation), or such stock has an effective dividend cost to the Company (so 
calculated), of less than 9.30% per annum, or (ii) such indebtedness or capital 
stock (assuming, for the purposes of this part (3), that such capital stock will
be redeemed or repurchased on the dates and in the amounts provided for such 
redemption or repurchase in the Charter of the Company, as amended, or in any 
resolutions

                                       2
<PAGE>
 
relating to such capital stock) has, as of the date of the proposed redemption 
of shares of 9.30% Preferred Stock, a Weighted Average Life to Maturity less 
than the Weighted Average Life to Maturity (assuming, for the purposes of this 
part (3), that such 9.30% Preferred Stock will be redeemed on the dates and in 
the amounts provided for such redemption in this resolution) of the 9.30% 
Preferred Stock.  For the purposes of this part (3) the term "Weighted Average 
Life to Maturity" of any indebtedness or capital stock shall mean, as at the 
time of determination hereof, the number of years obtained by dividing the then 
Remaining Dollar-Years of such indebtedness or capital stock by the then 
outstanding principal amount of such indebtedness or the aggregate par value of 
the then outstanding shares of such capital stock (or, if such capital stock has
no par value, then the aggregate stated value thereof), as the case may be.  As 
used in the preceding sentence, the term "Remaining Dollar-Years" of any 
indebtedness or capital stock shall mean the amount obtained by (a) multiplying 
the amount of each then remaining sinking fund, serial maturity or other 
required prepayment, repayment or redemption, including repayment at final 
maturity, by the number of years (calculated to the nearest one-twelfth) which 
will elapse between the date of the determination and the date of that required 
prepayment, repayment or redemption, and (b) totalling all of the products 
obtained in (a).

(4) SINKING FUND.

     The 9.30% Preferred Stock shall be entitled to the benefits of a Sinking 
Fund as follows:

     The Company (unless prevented from so doing by any applicable restriction
of law or contained in the Charter of the Company, as amended) will call for
redemption on notice given as provided in Section 4.03 of the Charter and redeem
(i) on December 1 of each year (hereinafter a "Sinking Fund Date"), commencing
December 1, 1981 and continuing so long as any shares of the 9.30% Preferred
Stock are outstanding 9.090 shares of the 9.30% Preferred Stock, and (ii) on
December 1, 1991, any shares of the 9.30% Preferred Stock which are then
outstanding, at a redemption price of $100 per share, plus accrued and unpaid
dividends thereon to the date fixed for redemption, whether or not earned or
declared. Such obligation to make sinking fund redemptions shall be cumulative,
so that if the Company shall for any reason fail to make any such sinking fund
redemption, the amount of the deficiency shall be set aside and applied to the
redemption of such shares of the 9.30% Preferred Stock before the Company shall
declare, pay or set apart any dividend for any share of Junior Stock or apply
any sum to the purchase, redemption or other retirement of any share of Junior
Stock or Preferred Stock; provided, however, that, notwithstanding the existence
of any such deficiency, the Company may make any required sinking fund
redemption on any other series of Preferred Stock if the number of shares of
such other series of Preferred Stock being so redeemed bears (as nearly as
practicable) the same ratio to the total number of shares of such other series
then due to be redeemed as the number of shares of the 9.30% Preferred Stock
being redeemed bears to the total number of shares of such series then due to be
redeemed.

(5) PURCHASE OR OTHER ACQUISITION: PROVISIONS AS TO REDEEMED OR REPURCHASED 
SHARES.

     The Company shall not, and shall not permit any subsidiary to, purchase or 
otherwise acquire any shares of the 9.30% Preferred Stock except pursuant to the
provisions of part (3) or part (4) hereof.

     All shares of the 9.30% Preferred Stock at any time redeemed pursuant to 
part (3) hereof, or redeemed for the sinking fund pursuant to part (4) hereof, 
shall be retired and cancelled; provided, however, that none of such shares 
redeemed for the sinking fund pursuant to part (4) hereof shall be reissued 
under any circumstances and none of such shares redeemed pursuant to part (3) 
hereof shall be reissued until all of the remaining outstanding shares of the 
9.30% Preferred Stock shall have been redeemed pursuant to part (3) hereof or 
redeemed for the sinking fund pursuant to part (4) hereof.  If less than all the
shares of the 9.30% Preferred Stock are to be redeemed

                                       3
<PAGE>
 
     pursuant to part (3) hereof or redeemed for the sinking fund pursuant to
     part (4) hereof, the shares to be redeemed shall be selected pro rata so
     that there shall be redeemed from each registered holder of such shares
     that number of whole shares, as nearly as practicable to the nearest share,
     as bears the same ratio to the total number of shares of such Series held
     by such holder as the total number of shares to be redeemed bears to the
     total number of shares of such Series at the time outstanding.

          No redemption of shares pursuant to part (3) hereof shall be credited
     to, or relieve the Company of its obligations to make, the sinking fund
     redemptions of shares required by part (4) hereof, but any such redemption
     of shares pursuant to part (3) hereof shall be applied to reduce, in the
     inverse order, the latest maturing obligation to redeem shares for the
     sinking fund pursuant to part (4) hereof.

     (6)  Voting Powers and Other Rights.

          The holders of the 9.30% Preferred Stock shall have such voting powers
     (including, but not limited to, the right and power to consent or vote
     pursuant to Sections 4.04 and 4.05 of the Charter of the Company) and other
     rights and be subject to such restrictions and qualifications as are set
     forth in Sections 4 to 6, inclusive, of the Charter of the Company, as
     amended, and for the purposes of said Sections, the 9.30% Preferred Stock
     shall be deemed to be, and shall be treated in all respects as, a class of
     Preferred Stock of the Company. The foregoing statement of rights and
     powers is made pursuant to the provisions of Section 3.05 of the Charter
     granting the power to fix the rights and preferences of the variouor series
     of Cumulative Preferred Stock, including the power to fix the voting rights
     of each such series. The voting rights of the holders of the 9.30%
     Preferred Stock shall not in any way be limited by the provisions of
     Section 4.05(a) of the Charter and such holders shall be entitled to all of
     the voting rights provided under Section 4.04 of the Charter."

     SECOND: The number of authorized but unissued shares of Cumulative 
Preferred Stock of the par value of $100 per share authorized by the Charter, as
amended, is 245,000 and the number of shares of the series of said class of 
stock designated as 9.30% Series Cumulative Preferred Stock is 100,000.

     IN WITNESS WHEREOF, the undersigned, said Joe T. LaBoon and said L. G. 
Folsom, have made this Certificate under the seal of said Atlanta Gas Light 
Company and have signed the same as President and Secretary, respectively, of 
said Atlanta Gas Light Company, this 8th day of November, 1976.



                               /s/ Joe T. LaBoon
                               -----------------------------------------
                                              President
                                      Atlanta Gas Light Company

[CORPORATE SEAL]

Attest:
       -------------------------------
             Secretary of
        Atlanta Gas Light Company


                                       4
<PAGE>
 
                             ARTICLES OF AMENDMENT

                           ATLANTA GAS LIGHT COMPANY

     Pursuant to the provisions of the Georgia Business Corporation Code,
Atlanta Gas Light Company, a profit corporation organized and existing under
laws of the State of Georgia, has adopted an amendment to the Articles of
Incorporation (Charter) of said Corporation as follows:

                                      I.

     The name of the Corporation is Atlanta Gas Light Company.

                                      II.

     Section 6.03 of the Articles of Incorporation (Charter) of said Corporation
are hereby amended to read as follows:

              Section 6.03. Preemptive Rights. No holder of stock, or of rights
                            -----------------
     or options to purchase stock, of the Company of any class, as such, shall
     have any preemptive or preferential right to purchase or subscribe to any
     shares of stock, or rights or options to purchase stock, of the Company of
     any class, whether now or hereafter authorized, or any obligations
     convertible into stock, or into rights or options to purchase stock of the
     Company (including any notes, bonds or other evidences of indebtedness to
     which are attached or with which are issued warrants or other rights to
     purchase any stock of the Company), issued or sold, or any right of
     subscription to any thereof other than such, if any, as the Board of
     Directors in its discretion may from time to time fix;and shares of stock,
     rights or options to purchase stock, or obligations convertible into stock
     or into rights of options to purchase stock, of the Company may from time
     to time be issued and sold to such parties, whether stockholders or others,
     as the Board of Directors in its sole discretion may determine, and in the
     event the Board of Directors determines to issue or sell any thereof to
     stockholders at any time, the same may be offered to
<PAGE>
 
            holders of any class or classes of stock exclusively or to the
            holders of all classes of stock, and, if offered to more than one
            class of stock, in such proportions as between said classes of
            stock, as the Board of Directors in its discretion may determine;
            provided, however, that if the Board of Directors shall at any time
            determine to offer for cash any shares of Common Stock, whether now
            or hereafter authorized (exclusive of any shares of Common Stock to
            be issued in connection with the Atlanta Gas Light Company
            Employees' Stock Ownership Plan, instituted as effective for the
            fiscal year ended September 30, 1978, any successor plan thereto and
            any dividend reinvestment plan which may be adopted by the Board of
            Directors of the Company), or to offer for cash any securities
            convertible into Common Stock of the Company other than by a public
            offering of such shares or securities to or through underwriters or
            investment bankers who agree to make a public offering of such
            shares or securities, the right to purchase the same shall first be
            offered to the holders of record, on a date to be fixed by the Board
            of Directors for such purpose, of the outstanding shares of Common
            Stock, pro rata upon terms not less favorable to such holders than
            those upon which the Board of Directors shall authorize the issue of
            such shares or securities to others than holders of record of the
            Common Stock; and provided further, that the time within which the
            holders of record of the Common Stock may exercise such rights shall
            be determined by the Board of Directors but shall in no event be
            less than fourteen (14) days after the date of mailing of notice
            that such rights are available. No alteration, amendment or repeal
            of any of the provisions of this Section 6.03 shall be effected
            without the written consent or the affirmative vote of the holders
            of at least two-thirds of the issued and outstanding shares of
            Common Stock, such vote being taken at a meeting called for the
            purpose.

                                     III.

            Said amendment was adopted by vote of the shareholders on
February 1, 1980.

                                      IV.

            A total of 4,535,755 shares of Common Stock of the Corporation were 
outstanding and entitled to vote on the

                                      -2-
<PAGE>
 

amendment, the affirmative vote of at least two-thirds of which were required to
adopt the amendment.  The amendment was adopted by a vote of 3,116,840 shares of
Common Stock or 68.7% of the outstanding shares.

            IN WITNESS WHEREOF, the Corporation has caused these Articles of 
Amendment to be executed and its Corporate seal affixed and has caused the 
foregoing to be attested, all by its duly authorized officers, on the ??? day of
????, 1980.


                                            ATLANTA GAS LIGHT COMPANY


                                            By: /s/ [SIGNATURE APPEARS HERE]
                                               ---------------------------------
                                                President

     [CORPORATE SEAL]

Attest: /s/ [SIGNATURE APPEARS HERE]
       -------------------------------
       Secretary

                                      -3-
<PAGE>
 

                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                           ATLANTA GAS LIGHT COMPANY



    Pursuant to the provisions of the Georgia Business Corporation Code, Atlanta
Gas Light Company, a profit corporation organized and existing under the laws of
the State of Georgia, has adopted amendments to the Articles of Incorporation 
(Charter) of said Corporation as follows:


                                      I.

     The name of the corporation is Atlanta Gas Light Company.


                                      II.

     The following amendments to the Articles of Incorporation were adopted by 
the shareholders of the Corporation in the manner prescribed by the Georgia 
Business Corporation Code:

     (a)  Section 1.01 of the Articles of Incorporation (Charter) of said
          Corporation is hereby amended to read as follows:

                   Section 1.01. The maximum number of shares of capital stock
               of Atlanta Gas Light Company (hereinafter referred to as the
               "Company") authorized to be outstanding at any one time is as
               follows:

                10,000,000 shares of Common Stock of the par value of $5 per 
                share.

                21,900 shares of 4.44% Cumulative Preferred Stock of the par
                value of $100 per share (hereinafter referred to as the "4.44%
                Preferred Stock"),

                20,100 shares of 4.50% Cumulative Preferred Stock of the par
                value of $100 per share (hereinafter referred to as the "4.50%
                Preferred Stock"),

                20,100 shares of 4.60% Cumulative Preferred Stock of the par
                value of $100 per share (hereinafter referred to as the "4.60%
                Preferred Stock"),

                50,000 shares of 4.72% Cumulative Preferred Stock of the par
                value of $100 per share (hereinafter referred to as the "4.72%
                Preferred Stock"),


<PAGE>
 
              10,000 shares of 5% Cumulative Preferred Stock of the par value of
              $100 per share (hereinafter referred to as the "5% Preferred
              Stock"),

              80,000 shares of 8.32% Series Cumulative Preferred Stock of the 
              par value of $100 per share,

              75,000 shares of 7.84% Series Cumulative Preferred Stock of the 
              par value of $100 per share,

              245,000 shares of Cumulative Preferred Stock of the par value of 
              $100 per share, and

              1,000,000 shares of Cumulative Preferred Stock of no par value
              with the amount of stated capital allocated to each share to be
              determined by the Board of Directors of the Company at the time of
              issue thereof, and with the maximum aggregate stated capital
              allocable to all such shares at any time outstanding of not more
              than $30,000,000.

              The designations, preferences, voting powers, restrictions, 
         limitations and qualifications of the several classes or series of
         stock of Atlanta Gas Light Company shall be as set forth in the
         applicable provisions of this Charter (Articles of Incorporation), as
         amended, or as may be fixed by applicable statutory provisions, or as
         may from time to time be lawfully provided by resolution of the Board
         of Directors of the Company, provided, however, that no share of any
         such class or series of Preferred Stock shall be issued in violation of
         the terms of any other class or series of Preferred Stock then
         outstanding.

     (b) Section 6.03 of the Article of Incorporation (Charter) of said 
Corporation is hereby amended to read as follows:

              Section 6.03 Preemptive Rights. No holder of stock, or of rights 
                           -----------------
         or options to purchase stock, of the Company of any class, as such,
         shall have any preemptive or preferential rights to purchase or
         subscribe to any shares of stock, or rights or options to purchase
         stock, of the Company of any class, whether now or hereafter
         authorized, or any obligations convertible into stock, or into rights
         or options to purchase stock of the Company (including any notes, bonds
         or other evidences of indebtedness to which are attached or with which
         are issued warrants or other rights to purchase any stock of the
         Company), issued or sold or any right of subscription to any thereof
         other than such, if any, as the Board of Directors in its discretion
         may from time to time fix; and shares of stock, rights or options to
         purchase stock, or obligations convertible into stock or into rights or

                                       2


<PAGE>
 
         options to purchase stock, of the Company may from time to time be
         issued and sold to such parties, whether stockholders or others, as the
         Board of Directors in its sole discretion may determine, and in the
         event the Board of Directors determines to issue or sell any thereof to
         stockholders at any time, the same may be offered to holders of any
         class or classes of stock exclusively or to the holders of all classes
         of stock, and if offered to more than one class of stock, in such
         proportions as between said classes of stock, as the Board of Directors
         in its discretion may determine; provided, however, that if the Board
         of Directors shall at any time determine to offer for cash any shares
         of Common Stock, whether now or hereafter authorized (exclusive of any
         shares of Common Stock to be issued in connection with the Atlanta Gas
         Light Company Employees" Stock Ownership Plan, instituted as effective
         for the fiscal year ended September 30, 1978, any successor plan
         thereto, any dividend reinvestment plan including any feature for
         optional stock purchases, and any successor plan thereto and any other
         similar plan which may be adopted by the Board of Directors of the
         Company for the general benefit of the Company's shareholders and/or
         employees which involves the issuance of original issue Common Stock of
         the Company), or to offer for cash any securities convertible into
         Common Stock of the Company other than by a public offering of such
         shares or securities to or through underwriters or investment bankers
         who agree to make a public offering of such shares or securities, the
         right to purchase the same shall first be offered to the holders of
         record, on a date to be fixed by the Board of Directors for such
         purpose, of the outstanding shares of Common Stock, pro rata upon terms
         not less favorable to such holders than those upon which the Board of
         Directors shall authorize the issue of such shares or securities to
         others than holders of record of the Common Stock; and provided
         further, that the time within which the holders of record of the Common
         Stock may exercise such rights shall be determined by the Board of
         Directors but shall in no event be less than fourteen (14) days after
         the date of mailing of notice that such rights are available. No
         alteration, amendment or repeal of any of the provisions of this
         Section 6.03 shall be effected without the written consent or the
         affirmative vote of the holders of at least two-thirds of the issued
         and outstanding shares of Common Stock, such vote being taken at a
         meeting called for the purpose.

                                     III.

The amendments were adopted by vote of the shareholders of the Corporation on 
February 4, 1983.

                                       3



<PAGE>
 
                                      IV.

     (a)  A total of 4,631,714 shares of Common Stock of the Corporation were 
outstanding and entitled to vote on the amendment to Section 1.01 of the 
Articles of Incorporation (Charter), the affirmative vote of at least a majority
of which were required to adopt the amendment. The amendment was adopted by a 
vote of 3,328,806 shares of Common Stock or 71.9% of the outstanding shares.

     (b)  A total of 4,631,714 shares of Common Stock of the Corporation were 
outstanding and entitled to vote on the amendment to Section 6.03 of the 
Articles of Incorporation (Charter), the affirmative vote of at least two-thirds
of which were required to adopt the amendment. The amendment was adopted by a 
vote of 3,144,714 shares of Common Stock or 67.9% of the outstanding shares.



     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment 
to be executed and its corporate seal affixed and has caused the foregoing to 
be attested, all by its duly authorized officers, on this 14th day of February, 
1983.


                                            ATLANTA GAS LIGHT COMPANY
 
                                            By: /s/ Joe T. LaBoon
                                               -----------------------------
                                               Joe T. LaBoon
                                               Title: President

ATTEST:

/s/ R. H. Woodward, Jr.
------------------------------
R. H. Woodward, Jr., Secretary

[SEAL APPEARS HERE]



                                       4

<PAGE>
 
                                     ARTICLES OF AMENDMENT
                                            TO THE
                                   ARTICLES OF INCORPORATION
                                              OF
                                   ATLANTA GAS LIGHT COMPANY


                        Pursuant to the provision of the Georgia Business 
                   Corporation Code, Atlanta Gas Light Company, a profit
                   corporation organized and existing under the laws of the
                   State of Georgia, has adopted amendments to the Articles of
                   Incorporation (Charter) of said Corporation as follows:

                                               I.

                        The name of corporation is Atlanta Gas Light Company.

                                               II.

                        The following amendments to the Articles of
                   Incorporation were adopted by the shareholders of the
                   Corporation in the manner prescribed by the Georgia Business
                   Corporation Code:

                        (a) Section 6.01 of the Articles of Incorporation
                   (Charter) of said Corporation is hereby amended to read as
                   follows:


                                Section 6.01.  Voting Provisions.  At any 
                                               ----------------- 
                        meeting of the holders of the Preferred Stock which
                        shall be called for any purpose, pursuant to Section 4,
                        the presence in person or by proxy of the holders of the
                        majority of the issued and outstanding shares of all
                        classes of Preferred Stock (or, in the case of a meeting
                        of stockholders of less than all classes of Preferred
                        Stock, a majority of the issued and outstanding shares
                        of all such classes of Preferred Stock entitled to vote
                        at such meeting) shall be necessary for a quorum, 
                        provided,however, that if such quorum shall not be
                        obtained at such meeting or at any adjournment thereof
                        within thirty (30) days from the date of the meeting
                        as originally called, then the presence in person or by
                        proxy of the holders of one-third of the issued and
                        outstanding shares of the classes of Preferred Stock
                        entitled to vote at the meeting shall be sufficient for
                        a quorum. 

                                Each holder of Preferred Stock, as to all
                        matters in respect of which such stock has voting power,
                        shall be entitled to one vote for each share of stock
                        standing in his name; provided that if there shall be
                        several classes of Preferred Stock outstanding which
                        have different par values per share or different amounts
                        of stated capital allocated to shares of no par

<PAGE>
 
         value, for the purposes of all votes or consents contemplated in
         Section 4 the class having the lowest par value or amount of stated
         capital per share shall be entitled to one vote per share and each
         other class of par or no par value Preferred Stock shall be entitled to
         a number of votes per share so that the number of votes for each share
         of any such class bears the same proportion to the par value per share
         of stated capital allocated per no par value share thereof as one vote
         per share bears per share to the shares having the lowest par value per
         share or amount of stated capital per no par value share.

              Subject to the voting rights expressly conferred upon the
         Preferred Stock by Section 4 and the voting rights of any other class
         of Junior Stock outstanding, the holders of Common Stock shall
         exclusively possess full voting rights for the election of Directors
         and for all other purposes and each holder shall be entitled to one
         vote for each share thereof standing in his name.

              Except as herein expressly provided, or mandatorily provided by
         the laws of Georgia, a quorum of any class or classes of stock entitled
         to vote as a class at any meeting shall consist of a majority of such
         class or classes, as the case may be, and a plurality vote of such 
         quorum shall govern.

              No holders of any class of stock shall be entitled to receive
         notice of any meeting of holders of any other class of stock at which
         they are not entitled to vote.

    (b)  Section 6 of the Articles of Incorporation (Charter) of said 

Corporation is hereby amended by adding the following provision:


              Section 6.07   Business Combinations With Related Persons.
                             -------- ------------ ---- ------- -------
                     
                   (a)  Definitions.    The following definitions shall apply 
                        -----------
              for purposes of this Section 6.07:

                   Affiliate.   An "Affiliate" of, or Person "affiliated with," 
                   ---------
a specified Person, is a Person that directly or indirectly, through one or 
more intermediaries, controls or is controlled by, or is under common control 
with, the Person specified. The term "control" (including the terms "control-
ling", "controlled by" and "under common control with") means the possession, 
direct or indirect, of the power to direct or cause the direction of the 
management and policies of a Person, whether through the ownership of voting 
securities, by contract, or otherwise.

                   Associate.  The term "Associate," when used to indicate a 
                   ---------
relationship with any Persons,


                                       2
<PAGE>
 

means (1) any Person (other than this Company or a majority-owned subsidiary of 
this Company) of which such Person is an officer, director or partner or is, 
directly or indirectly, the Beneficial Owner of ten percent (10%) or more of any
class of equity securities, (2) any trust or other estate in which such Person 
has a substantial beneficial interest or as to which such Person serves as a 
trustee or in a similar capacity, and (3) any relative or spouse of such Person,
or any relative of such spouse.

            Beneficial Owner.  Any Person shall be deemed to be the "Beneficial 
Owner" of, or to beneficially own, any shares of stock of this Company.

       (1)  which it owns directly, whether or not of record, or

       (2)  which it has the right to acquire pursuant to any agreement or
            understanding or upon the exercise of conversion rights, warrants or
            options or otherwise, whether or not presently exercisable, or

       (3)  which are owned, directly or indirectly (including shares deemed to
            be owned through application of clause (2) above), by an Affiliate 
            or Associate, or

       (4)  as to which it has the sole or shared power to direct the voting or 
            disposition, or

       (5)  which are owned, directly or indirectly, by any other Person
            (including any shares which such other Person has the right to
            acquire pursuant to any agreement or understanding, or upon exercise
            of conversion rights, warrants or options or otherwise, whether or
            not presently exercisable) with which such person or its Affiliate
            or Associate has any agreement or arrangement or understanding for
            the purpose of acquiring, holding, voting or disposing of stock of
            this Company.

       Business Combination.  The term "Business Combination" shall mean:
       -------- -----------
  
       (1)  a merger or consolidation of this Company or any Subsidiary with or
            into any other Person, or of such other Person with or into this
            Company or any Subsidiary, or,

       (2)  any sale, exchange, lease, mortgage, pledge, transfer or other
            disposition of all or any substantial part of the assets of this
            Company or an Subsidiary to any other Person, or

                                       3
<PAGE>
 

     (3)  any sale, exchange, lease, mortgage, pledge, transfer or other
          disposition for value by any other Person of any assets to this
          Company or any Subsidiary in exchange for Outstanding Shares, or
          outstanding shares of any Subsidiary, where the result of such
          transaction is that such other Person is the Beneficial Owner of a
          majority of the Outstanding Shares, or

     (4)  the liquidation or dissolution of the Company or any Subsidiary
          pursuant to a plan or proposal proposed by or on behalf of a Related
          Person.

     Continuing Director.  The term "Continuing Director" shall mean any member 
     ---------- --------
of the Board of Directors who is not affiliated with a Related Person and was a 
director of the Company prior to the time a Related Person became such, and any 
successor to such Continuing Director who is not affiliated with a Related 
Person and was recommended by a majority of the Continuing Directors then on the
Board of Directors, provided that at the time of such recommendation, Continuing
Directors comprise a majority of the Board.  If there is no Related Person, all 
members of the Board of Directors shall be deemed to be "Continuing Directors."

     Date of Determination.  The term "Date of Determination" shall mean 
     ---- -- -------------
(1) the date on which a binding agreement (except for the fulfillment of 
conditions precedent, including, without limitations, votes of shareholders to 
approve such transaction) is entered into by this Company, as authorized by the 
Board of Directors, and another Person providing for any Business Combination, 
or (2) if such an agreement as referred to in (1) above is amended so as to 
make it less favorable to this Company or its shareholders, the date on which 
such amendment is entered into by the Company, as authorized by the Board of 
Directors, or (3) in cases where neither items (1) nor (2) shall be applicable, 
the record date for the determination of shareholders of this Company entitled 
to notice of and to vote upon the transaction in question.  The Board of 
Directors shall have the power and duty to determine pursuant to the foregoing 
the Date of Determination as to any transaction for the purposes of 
Section 6.07. Any such determination made by the Board of Directors in good
faith shall be conclusive and binding for all purposes of Section 6.07.

     Fair Market Value.  The term "Fair Market Value" shall mean, as of any 
     ---- ------ -----
date:  (1) in the case of stock, either (a) the median of the averages of the 
daily high and low sale prices during the 30-day period immediately preceding 
such date of a share of such stock on the Composite Tape for New York Stock 
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, 
on the New York Stock Exchange, or, if such stock is not listed on such 
Exchange,

                                       4
<PAGE>
 
         on the principal United States securities exchange registered under the
         Securities Exchange Act of 1934 on which such stock is listed; or (b)
         if such stock is not listed on any such exchange, the median of the
         averages of the daily closing bid and closing asked quotations on the
         National Association of Securities Dealers Automated Quotations Systems
         ("NASDAQ") (or any successor system then in use), or the median of the
         averages of the daily high and low sales prices on the NASDAQ National
         Market System, if applicable, for such stock during the 30-day period
         preceding such date, or if no such quotations are then available, the
         fair market value as determined in good faith by a majority of the
         Continuing Directors; and (2) in the case of property other than cash
         or stock, the fair market value of such property on such date as
         determined in good faith by a majority of the Continuing Directors.

              Outstanding Shares. The term "Outstanding Shares" shall mean any 
              ----------- ------
         issued shares of capital stock of the Company with the right generally
         to vote for the election of directors, but shall not include any shares
         (prior to issue) which may be issuable pursuant to any agreement or
         upon exercise of conversion rights, warrants, options or otherwise.

              Person. The term "Person" shall mean any individual, partnership, 
              ------
         corporation, group or other entity (other than the Company, any
         Subsidiary of the Company or a trustee holding stock for the benefit of
         employees of the Company or its Subsidiaries, or any one of them,
         pursuant to one or more employee benefit plans or arrangements). When
         two or more Persons act as a partnership, limited partnership,
         syndicate, association or other group for the purposes of acquiring,
         holding, voting or disposing of the Outstanding Shares, such
         partnership, syndicate, association, or group shall be deemed a
         "Person".

              Related Person. The term "Related Person" shall mean any Person 
              ------- ------
         which, together with the Affiliates and Associates of such Person, is
         the Beneficial Owner as of the Date of Determination or immediately
         prior to the consummation of a Business Combination, or both, of at
         least that number of shares of stock of the Company equal to twenty
         percent (20%) of all of the Outstanding Shares, but does not include
         any one or a group of more than one Continuing Director. The term
         "Related Person" shall include the Affiliates and Associates of such
         Related Person.

              Subsidiary. The term "Subsidiary" shall mean any corporation of 
              ----------
         which a majority of any class of equity security is owned, directly or
         indirectly, by the Company.

              Determination of the Application of Section 6.07. The Board of 
              ------------- -- --  ----------- -- ------- ----
         Directors shall have the power and the duty to determine for the
         purposes of Section 6.07, on the basis of the information known to the
         Board of Directors, any fact

                                       5
<PAGE>
 
determinable under Section 6.07 and the applicability of all definitions to 
transactions contemplated by Section 6.07, including but not limited to the 
following:

     (1)  the number of shares of stock of the Company beneficially owned by a 
          Person, and

     (2)  whether a Person is an Affiliate or Associate of another, and
 
     (3)  the fair market value, to be determined pursuant to the definition of
          "Fair Market Value" contained in Section 6.07(a), of consideration
          other than cash received or to be received for Outstanding Shares.

     Any such determination shall be conclusive and binding for all purposes of 
Section 6.07, provided, that such determination is approved by a majority of the
              --------
Continuing Directors then in office.

     (b)  Voting Requirements for Business Combinations with Related Persons. 
          ------ ------------ --- -------- ------------ ---- ------- -------
Except as set forth in subparagraph (c) and (d) of this Section 6.07, if as of 
the Date of Determination with respect to any Business Combination, any Person 
that is a party to such Business Combination is a Related Person, the 
affirmative vote or consent of the holders of at least seventy-five percent 
(75%) of all of the Outstanding Shares shall be required to approve such 
Business Combination. Such affirmative vote shall be required notwithstanding 
the fact that no vote may be required, or that a lesser percentage may be 
specified, by law or in any agreement with any national securities exchange or 
otherwise, and shall be in addition to any shareholder vote which would be 
required without reference to this Section 6.07.

     (c)  Nonapplicability of Special Voting Requirements. The provisions of 
          ---------------- -- ------- ------ ------------  
Section 6.07(b) shall not apply if all of the following conditions shall have 
                                   ---
been met, provided, however, that nothing contained in Section 6.07 shall be 
          --------
construed to relieve any Related Person from any fiduciary obligation imposed by
law:

     (1)  The consideration to be received by the Company or per share by
          holders of Outstanding Shares shall be in cash or in the same form as
          the consideration given by the Related Person in acquiring Outstanding
          Shares at any time during the period commencing on the date of the
          first acquisition by such Related Person of any Outstanding Shares and
          ending on and including the date upon which the Related Person became
          a Related Person. If the Related Person paid for Outstanding Shares
          with varying forms of consideration, the form of consideration to

                                       6
<PAGE>
 
     be received by the Company or per share by holders of Outstanding Shares 
shall be either cash or the form of consideration used to acquire the largest 
number of Outstanding Shares acquired by the Related Person during such period.

(2)  The Fair Market Value of the consideration received in such Business
     Combination by the Company (analyzed on a per share basis) or per share by
     holders of Outstanding Shares is not less than the highest per share price
     (including brokerage commissions, transfer taxes and soliciting dealers'
     fees) paid by such Related Person in acquiring any of its holdings of
     Outstanding Shares.

(3)  The ratio of:

     (i)  the Fair Market Value of the consideration to be received in such
          Business Combination by the Company (analyzed on a per share basis) or
          per share by holders of Outstanding Shares to

    (ii)  the per share market price of Outstanding Shares immediately prior to 
          the announcement of the Business Combination

          is a least as great as the ratio of 
 
   (iii)  the highest per share price (including brokerage commissions, transfer
          taxes and soliciting dealers' fees) which such Related Person has paid
          for any of the Outstanding Shares acquired by it prior to the Date of
          Determination, to

    (iv)  the per share market price of Outstanding Shares immediately prior to
          the initial acquisition by such Related Person of any Outstanding
          Shares.

(4)  If the Related Person is a corporation, the Fair Market Value of the 
consideration to be received in such Business Combination by the Company 
(analyzed on a per share basis) or per share by holders of Outstanding Shares 
shall not be less than the earnings per share of Outstanding Shares during the 
four full consecutive fiscal quarters immediately preceding the Date of 
Determination multiplied by the highest price/earnings multiple of such Related 
Person, as customarily computed and reported in the financial community, 
attained by such Related Person during the five

                                       7
<PAGE>
 
     fiscal years immediately preceding such Date of Determination;

(5)  The Fair Market Value of the consideration to be received in such Business 
     Combination by the Company (analyzed on a per share basis) or per share by 
     holders of Outstanding Shares shall be not less than the sum of:

     (i)  the higher of (A) the highest gross per share price paid or agreed to
          be paid by the Related Person to acquire any of the Outstanding Shares
          of the Company beneficially owned by such Related Person or (B) the
          highest per share market price for such Outstanding Shares since the
          Related Person became a Related Person, plus

    (ii)  an amount equal to the highest price/earnings multiple of the Company,
          as customarily computed and reported in the financial community,
          attained by the Company during the five fiscal years immediately
          preceding the Date of Determination multiplied by the aggregate
          amount, if any, by which 10% of such higher per share price determined
          under (i) above exceeds the smallest quarterly common stock dividend
          per share (annualized) paid in cash since the date on which such
          Related Person became a Related Person;

(6)  The Fair Market Value of the consideration to be received in such Business
     Combination by the Company (analyzed on a per share basis) or per share by
     holders of Outstanding Shares shall be not less than the per share book
     value of Outstanding Shares at the end of the most recent fiscal year
     preceding the Date of Determination, calculated in accordance with
     generally accepted accounting methods;

(7)  After such Related Person has become a Related Person and prior to the
     consummation of such Business Combination: (i) except as approved by a
     majority of the Continuing Directors, there shall have been no failure to
     declare and pay at the regular date therefor any dividends (whether or not
     cumulative) on any outstanding Preferred Stock of the Company; and (ii)
     there shall have been (A) no reduction in the annual dividend from that
     most recently paid on Outstanding Shares (except as necessary to reflect
     any subdivision of the Outstanding Shares through stock dividend, stock

                                       8
<PAGE>
 
              split, or otherwise), except as approved by a majority of the
              Continuing Directors, and (B) an increase in such annual dividend
              as necessary to reflect any reclassification (including a reserve
              stock split), recapitalization, reorganization or any similar
              transaction which has the effect of reducing the number of
              Outstanding Shares, unless the failure so to increase such annual
              dividend is approved by a majority of the Continuing Directors.

     (8)      After such Related Person has become a Related Person, such
              Related Person shall not have received the benefit, directly or
              indirectly (except proportionately as a shareholder of the
              Company) of any loans, advances, guarantees, pledges or other
              financial assistance or any tax credits or other tax advantages
              provided by the Company or a Subsidiary, whether in anticipation
              of or in connection with such Business Combination or otherwise.


     (d)      Approval by Continuing Directors. The provisions of Section 6.07 
              -------- -- ---------- ---------
(b) and (c) shall not be applicable to any particular Business Combination or 
other event covered thereby, and such Business Combination or other event
covered thereby shall require only such affirmative vote as is required by law
and by any other provision of these Articles of Incorporation, if both of the
following conditions with respect to such Business Combination or other event
shall have been satisfied: (i) the Business Combination or other event shall
have been approved by a majority of the Continuing Directors; and (ii) at the
time of such approval, Continuing Directors comprised at least a majority of the
Board of Directors.

     (e)      Amendment. The affirmative vote of shareholders required to alter,
              ---------
amend or repeal this Section 6.07, or to alter, amend or repeal any other 
provision of the Articles of Incorporation of the Company in any respect which 
would or might have the effect, directly or indirectly, of modifying, permitting
any action inconsistent with, or permitting circumvention of, this Section 6.07 
(including, but not limited to, any amendment of the Articles of Incorporation 
which would effect a reclassification of any securities of this Company which 
has the effect, directly or indirectly, of increasing the proportionate share 
of Outstanding Shares, or outstanding shares of any Subsidiary, beneficially 
owned by a Related Person), shall be at least seventy-five percent (75%) of all 
of the Outstanding Shares; provided, however, that if such proposed alteration, 
                           --------
amendment or repeal is approved by a majority of the Continuing Directors and at
the time of such approval Continuing Directors comprise at least a majority of
the Board of Directors, then such proposed alteration, amendment or repeal shall

                                       9


<PAGE>
 
         require for approval only such affirmative vote as is required by law
         and by any other provision of these Articles of Incorporation. The 75%
         affirmative vote provided for above shall be in addition to any
         shareholder vote which would be required without reference to this
         Section 6.07.

     (c) Section 6 of the Articles of Incorporation (Charter) of said
Corporation is further amended by adding the provision which follows:

              Section 6.08.  Amendment of the By-Laws.
                             --------- -- --- -------
                   
              (a) No action shall be taken by the shareholders with respect to
         altering, amending or repealing the By-Laws of the Company except by
         the affirmative vote of the holders of at least two-thirds (66-2/3%) of
         all of the Outstanding Shares. Such affirmative vote shall be in
         addition to any shareholder vote which would be required without
         reference to this Section 6.08.

              (b) Amendment. The affirmative vote of shareholders required to
                  ---------
         alter, amend or repeal this Section 6.08, or to alter, amend or repeal
         any other provision of the Articles of Incorporation of the Company in
         any respect which would or might have the effect, directly or
         indirectly, of modifying, permitting any action inconsistent with, or
         permitting circumvention of, this Section 6.08 shall be at least two-
         thirds (66-2/3%) of all of the Outstanding Shares, excluding from the
         number of shares deemed to be Outstanding Shares for purposes of such
         vote to amend, alter or repeal this section, all shares beneficially
         owned by a Related Person (but such shares will be deemed to be
         Outstanding Shares for purposes of determining whether a quorum is
         present at the meeting); provided, however, that if such proposed
                                  --------
         alteration, amendment or repeal is approved by a majority of the
         Continuing Directors and at the time of such approval Continuing
         Directors comprise at least a majority of the Board of Directors, then
         such proposed alteration, amendment or repeal shall require for
         approval only such affirmative vote as is required by law and by any
         other provision of these Articles of Incorporation. The 66 2/3%
         affirmative vote provided for herein shall be in addition to any
         shareholder vote which would be required without reference to this
         Section 6.08.

              (c) The definitions set forth in Section 6.07(a) as submitted at
         the Annual Meeting of Shareholders held on February 1, 1995 are
         incorporated by reference herein.

                                     III. 

     The amendments were adopted by vote of the shareholders of the Corporation
on February 1, 1985.
                   
                                      10
<PAGE>
 
                                      IV.

     (a) A total of 7,701,255 shares of Common Stock of the Corporation were
outstanding and entitled to vote on the amendment to Section 6.01 of the
Articles of Incorporation (Charter). The affirmative vote of at least 3,850,628
shares of Common Stock was required to adopt the amendment. The amendment was
adopted by a vote of 4,289,279 shares of Common Stock, or 55.7% of the
outstanding shares.

     (b)  A total of 7,701,255 shares of Common Stock of the Corporation were 
outstanding and entitled to vote on the amendment which adds Section 6.07 to the
Articles of Incorporation (Charter). The affirmative vote of at least 3,850,628 
shares of Common Stock were required to adopt the amendment. The amendment was 
adopted by a vote of 4,264,451 shares of Common Stock, or 55.4% of the 
outstanding shares.

     (c)  A total of 7,701,255 shares of Common Stock of the Corporation were 
outstanding and entitled to vote on the amendment which adds Section 6.08 to the
Articles of Incorporation (Charter). The affirmative vote of at least 3,850,628
shares of Common Stock were required to adopt the amendment. The amendment was
adopted by a vote of 4,300,511 shares of Common Stock, or 55.8% of the
outstanding shares.
<PAGE>
 
     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment 
to be executed and its corporate seal affixed and has caused the foregoing to be
attested, all by its duly authorized officers, on this 16th day of February, 
                                                       ----
1985.


                                         ATLANTA GAS LIGHT COMPANY


                                         By: /s/ Joe T. LaBoon
                                            ------------------------
                                            Joe T. LaBoon
                                            Title: President


ATTEST:


/s/ R. H. Person
-------------------------------
R. H. Person, Secretary

[SEAL APPEARS HERE]





                                      12
<PAGE>
 
                             ARTICLES OF AMENDMENT
                                    TO THE
                          ARTICLES OF INCORPORATION 
                                      OF
                           ATLANTA GAS LIGHT COMPANY


        Pursuant to the provisions of the Georgia Business Corporation Code,
Atlanta Gas Light Company, a profit corporation organized and existing under the
laws of the State of Georgia, has adopted an amendment to the Articles of
Incorporation (Charter) of said Corporation as follows:

                                      I.

           The name of the corporation is Atlanta Gas Light Company.

                                      II.

        The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation in the manner prescribed by the Georgia
Business Corporation Code:

             Section 1.01 of the Articles of Incorporation (Charter) of said 
        Corporation is hereby amended to read as follows:

                      Section 1.01. The maximum number of shares of capital
                stock of Atlanta Gas Light Company (hereinafter referred to as
                the "Company") authorized to be outstanding at any one time is
                as follows: 

                        30,000,000 shares of Common Stock of the par value
                        of $5 per share. 

                        21,900 shares of 4.44% Cumulative Preferred Stock of the
                        par value of $100 per share (hereinafter referred to as
                        the "4.44% Preferred Stock"),

                        20,000 shares of 4.50% Cumulative Preferred Stock of the
                        par value of $100 per share (hereinafter referred to as
                        the "4.50% Preferred Stock"), 

                        20,100 shares of 4.60% Cumulative Preferred Stock of the
                        par value of $100 per share (hereinafter referred to as
                        the "4.60% Preferred Stock"),

                        50,000 shares of 4.72% Cumulative Preferred Stock of the
                        par value of $100 per share (hereinafter
                
<PAGE>
 
               referred to as the "4.72% Preferred Stock").  

               10,000 shares of 5% Cumulative Preferred Stock of the par value 
               of $100 per share (hereinafter referred to as the "5% Preferred
               Stock").

               80,000 shares of 8.32% Series Cumulative Preferred Stock of the 
               par value of $100 per share.

               75,000 shares of 7.84% Series Cumulative Preferred Stock of the 
               par value of $100 per share, 

               145,000 shares of Cumulative Preferred Stock of the par value of 
               $100 per share, and

               1,000,000 shares of Cumulative Preferred Stock of no par value
               with the amount of stated capital allocated to each share to be
               determined by the Board of Directors of the Company at the time
               of issue thereof, and with the maximum aggregate stated capital
               allocable to all such shares at any time outstanding of not more
               than $30,000,000.

               The designations, preference, voting powers, restrictions,
          limitations and qualifications of the several classes or series of
          stock of Atlanta Gas Light Company shall be as set forth in the
          applicable provisions of this Charter (Articles of Incorporation), as
          amended, or as may be fixed by applicable statutory provisions, or as
          may from time to time be lawfully provided by resolution of the Board
          of Directors of the Company, provided, however, that no share of any
          such class or series of Preferred Stock shall be issued in violation
          of the terms of any other class or series of Preferred Stock then
          outstanding.

                                     III.

     The amendment was adopted by vote of the shareholders of the Corporation on
February 7, 1986.

                                      IV.

A total of 7,806,613 shares of Common Stock of the Corporation were outstanding 
and entitled to vote on the amendment, the affirmative vote of at least 
3,903,308 of which were required to adopt the amendment.  The amendment was 
adopted by a vote of 5,483,999 shares of Common Stock.

                                       2
<PAGE>
 
     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment 
to be executed and its corporate seal affixed and has caused the foregoing to be
attested, all by its duly authorized officers, on this 25th day of February, 
                                                       ----
1986.

                                       ATLANTA GAS LIGHT COMPANY


                                       By:  /s/ Joe T. LaBoon
                                          --------------------------------------
                                          Joe T. LaBoon,
                                          Chairman of the Board

ATTEST:


/s/ R. H. Person
--------------------------------
R. H. Person, Secretary

(SEAL)
<PAGE>
 
                             ARTICLES OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF 
                           ATLANTA GAS LIGHT COMPANY


                                      I.

     The name of the corporation is Atlanta Gas Light Company (the "Company").

                                      II.

     On February 15, 1988, the holders of the Common Stock, $5.00 par value per 
share (the "Common Stock"), of the Company adopted an amendment (the 
"Amendment") to the Articles of Incorporation of the Company which added a new 
Section 6.01B to the Articles of Incorporation. The text of the Amendment is set
forth in Article IV hereof.

                                      III.

     On the record date, there were 18,822,738 shares of Common Stock 
outstanding and entitled to vote, and the affirmative vote of a majority 
(9,411,370) of the outstanding shares was required to adopt the Amendment. The 
affirmative vote of 14,279,795 shares, constituting a majority of the 
outstanding shares of Common Stock, was cast for the Amendment. No shares of any
class of stock other than the Common Stock were entitled to vote on the 
Amendment.

                                      IV.

     The Amendment eliminated the personal monetary liability of Directors of
the Company for breaches of certain of their fiduciary duties as Directors to
the full extent allowed by Georgia law, as follows:

         Section 6.01B  Director Liabilities.  A Director of the Company shall 
                        --------------------
     not be personally liable to the Company or its shareholders for monetary
     damages for breach of his duty of care or other duty as a Director, except
     for liability (i) for any appropriation, in violation of his duties, of any
     business opportunity of the Company; (ii) for any acts or omissions not in
     good faith or which involve intentional misconduct or a knowing violation
     of law; (iii) for the types of liability set forth in Section 14-2-154 of
     the Official
<PAGE>
 
         Code of Georgia Annotated or successor provisions; or (iv) for any
         transaction from which the Director derives an improper personal
         benefit. If the Official Code of Georgia Annotated is amended after
         approval by the shareholders of this Section to authorize corporate
         action further limiting the personal liability of Directors, then the
         liability of a Director of the Company shall be limited to the fullest
         extent permitted by the Official Code of Georgia Annotated, as so
         amended. Any repeal or modification of the foregoing paragraph by the
         shareholders of the Company shall not adversely affect any right or
         protection of a Director of the Company existing at the time of such
         repeal or modifications.

         IN WITNESS WHEREOF, the Company has caused these Articles of Amendment 
to be executed by its Senior Vice President-Finance and its corporate seal to be
hereunto affixed and to be attested by its Secretary, this 11th day of May, 
1988.

                                           ATLANTA GAS LIGHT COMPANY

                                           By: /s/ B. Lloyd Fackler
                                              ----------------------------------
                                              B. Lloyd Fackler
                                              Senior Vice President-Finance

[SEAL]                                     Attest: /s/ K. R. McKinley
                                                  ------------------------------
                                                  K. R. McKinley
                                                  Secretary

                                      -2-


<PAGE>
 




                            ARTICLES OF CORRECTION
                                      OF
                           ATLANTA GAS LIGHT COMPANY


        The Articles of Correction  of Atlanta Gas Light Company, a Georgia 
corporation (the "Company"), are filed pursuant to Section 14-2-5 of the 
Official Code of Georgia Annotated to correct the below-described record of 
corporate action.

        On May 11, 1988, the Company filed Articles of Amendment with the 
Secretary of State.  Article II of said Articles of Amendment inaccurately 
states that the date of shareholder action was February 15, 1988.  

        Article II of said Articles of Amendment hereby is corrected to read as 
follows:


                                     "II.

        On February 5, 1988, the holders of the Common Stock, $5.00 par value 
per share (the "Common Stock"), of the Company adopted an amendment (the 
"Amendment") to the Articles of Incorporation of the Company which added a new 
Section 6.01B to the Articles of Incorporation.  The text of the Amendment is 
set forth in Article IV hereof."

        IN WITNESS WHEREOF, the Company has caused these Articles of Correction 
to be executed by its Senior Vice President-Finance and its corporate seal to be
hereunto affixed and to be attested by its Secretary, this 9th day of June, 
1988.

                `                       ATLANTA GAS LIGHT COMPANY

                                        By:  /s/ B. Lloyd Fackler
                                           ------------------------------
                                            B. Lloyd Fackler
                                            Senior Vice President-Finance


                                        Attest: /s/ K. P.McKinley
                                               --------------------------
                                               K.P. McKinley
                                               Secretary

[SEAL]

<PAGE>
 


                         ARTICLES OF AMENDMENT TO THE 
                         ARTICLES OF INCORPORATION OF 
                           ATLANTA GAS LIGHT COMPANY

        Pursuant to Section 14-2-1003 of the Official Code of Georgia Annotated 
(the "Code"), the Board of Directors of Atlanta Gas Light  Company, a Georgia 
Corporation (the "Company"), recommended amendments to the Company's Articles of
Incorporation (the "Articles") to the Shareholders of the Company at the 
Company's annual meeting of Shareholders, held February 2, 1990.   At the 
meeting, the Shareholders duly approved and adopted each of the following 
amendments in accordance with the provisions of Code Section 14-2-1003:

                                      I.

        Section 4.04(B)(i) of the Company's Articles was deleted and Sections 
4.04(B)(ii) and 4.04(B)(iii) were redesignated as Sections 4.04(B)(i) and 
4.04(B)(ii), respectively.  As amended, Section 4.04(B) provides as follows:

        "Section 4.04.  Restrictions on Corporate Action.

        (B)  So long as any Preferred Stock is outstanding, the Company shall 
not, without the consent (given in writing without a meeting or by vote in 
person or by proxy at a meeting called for the purpose) of the holders of a 
majority of the aggregate number of shares of all classes of Preferred Stock 
entitled to vote then outstanding

                (i)  Merge or consolidate with or into any other corporation or 
corporations unless such merger or consolidation, or the issuance and assumption
of all securities to be issued or assumed in connection with any such merger or 
consolidation, shall have been ordered, approved or permitted by a regulatory 
authority of the United States of America or of the State of Georgia having 
jurisdiction in the premises; provided that the provisions of this clause (i) 
shall not apply to a purchase or other acquisition by the Company of franchises 
or assets of another corporation, in any manner which does not involve a merger 
or consolidation; or 

                (ii)  Sell, lease or otherwise dispose of (except by merger or 
consolidation) all or substantially all of its property to any person."


                                      II.

        Section 6.01B of the Articles was amended to limit the liability of 
directors to the extent permitted by the Code, and as amended provides as 
follows:

        "Section 6.01B.  Director Liabilities.  A Director of the Company shall 
not be personally liable to the Company or its shareholders for monetary damages
for breach of his duty of care or other duty as a Director, except for liability
(i) for any appropriation, in violation
<PAGE>
 
of his duties, of any business opportunity of the Company; (ii) for any acts or
omissions which involve intentional misconduct or a knowing violation of law;
(iii) for the types of liability set forth in Section 14-2-832 of the Official
Code of Georgia Annotated or successor provisions; or (iv) for any transaction
from which the Director derives an improper personal benefit. If the Official
Code of Georgia Annotated is amended after approval by the shareholders of this
Section to authorize corporate action further limiting the personal liability of
Directors, then the liability of a Director of the Company shall be limited to
the fullest extent permitted by the Official Code of Georgia Annotated, as so
amended. Any repeal or modification of the foregoing paragraph by the
shareholders of the Company shall not adversely affect any right or protection
of a Director of the Company existing at the time of such repeal or
modification."

                                     III.

     Section 6.07 of the Articles was amended to extend its coverage to certain 
additional types of business combinations. As amended, Section 6.07 provides as 
follows:

     "Section 6.07. Business Combinations with Related Persons.

     (a)  Definitions. The following definitions shall apply for purposes of 
this Section 6.07:

          Affiliate. An "Affiliate" of, or Person "affiliated with," a specified
Person, is a Person that directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
specified Person. The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract, or otherwise and the beneficial ownership of shares representing ten
percent (10%) or more of the votes entitled to be cast by the Corporation's
voting shares shall create an irrebuttable presumption of control.

          Associate. The term "Associate," when used to indicate a relationship
with any Person, means (1) any Person (other than this Company or a subsidiary
of this Company) of which such Person is an officer, director or partner or is
the Beneficial Owner of ten percent (10%) or more of any class of equity
securities, (2) any trust or other estate in which such Person has a beneficial
interest of ten percent (10%) or more or as to which such Person serves as a
trustee or in a similar fiduciary capacity, and (3) any relative or spouse of
such Person, or any relative of such spouse who has the same home as such
Person.

          Beneficial Owner. A Person shall be considered to be the "Beneficial 
Owner" of any equity securities of this Company;

          (1) which such Person or any of such Person's Affiliates or Associates
owns, directly or indirectly;

                                      -2-
<PAGE>
 
     (2)  which such Person or any of such Person's Affiliates or Associates, 
directly or indirectly, has (y) the right to acquire, whether such right is 
exercisable immediately or only after the passage of time, agreement, 
arrangement, or understanding or upon the exercise of conversion rights, 
exchange rights, warrants or options or otherwise; or (z) the right to vote 
pursuant to any agreement, arrangement, or understanding;

     (3)  which are owned, directly or indirectly, by any other Person with 
which such Person or any of its Affiliates or Associates has any agreement, 
arrangement, or understanding for the purpose of acquiring, holding, voting, or 
disposing of equity securities of this Company.

     Business Combination.  The Term 'Business Combination' shall mean:

     (1)  a merger or consolidation of this Company or any Subsidiary with or 
into any other Person, or of such other Person with or into this Company or any 
Subsidiary, or

     (2)  any sale, exchange, lease, mortgage, pledge, transfer or other 
disposition, in one transaction or a series of transactions, of the assets of 
this Company or any Subsidiary having an aggregate book value as of the end of 
the Company's most recently ended fiscal quarter of ten percent (10%) or more of
the net assets of the Company to any other Person, or

     (3)  any sale, exchange, lease, mortgage, pledge, transfer or other 
disposition for value by any other Person of any assets to this Company or any 
Subsidiary in exchange for Outstanding Shares, or outstanding shares of any
Subsidiary, where the result of such transaction is that such other Person is
the Beneficial Owner of a majority of the Outstanding Shares, or

     (4)  the liquidation or dissolution of the Company or any Subsidiary 
proposed by or on behalf of a Related Person, or

     (5) any share exchange in which the shares of Common Stock of the Company
or of any Subsidiary having an aggregate book value as of the end of the
Company's most recently ended fiscal quarter of ten percent (10%) or more of the
net assets of the Company are exchanged for shares, other securities, cash or
other property, or

     (6)  any amendment of these Articles of Incorporation which would effect a 
reclassification of any securities of this Company, (including a reverse stock 
split or the equivalent thereof) or any merger of the Company with any of its 
Subsidiaries, which has the effect, directly or indirectly, of increasing the 
proportionate share of any class of the Outstanding Shares of the Company or any
Subsidiary beneficially owned by a Related Person.

                                      -3-
<PAGE>
 
        Continuing Director.  The term "Continuing Director" shall mean any 
member of the Board of Directors who is not a Related Person or an Affiliate or
Associate of a Related Person or of any such Affiliate or Associate, or a 
representative of a Related Person or of any such Affiliate or Associate, and 
was a Director of the Company prior to the time a Related Person became such, 
and any successor to such Continuing Director who is not an Affiliate or 
Associate of a Related Person and was recommended by a majority of the 
Continuing Directors then on the Board of Directors, provided that at the time 
of such recommendation, Continuing Directors comprise a majority of the Board. 
If there is no Related Person, all members of the Board of Directors shall be 
deemed to be "Continuing Directors."

        Date of Determination.  The term "Date of Determination" shall mean (1) 
the date on which a binding agreement (except for the fulfillment of conditions 
precedent, including, without limitation, votes of shareholders to approve such 
transaction) is entered into by this Company, as authorized by the Board of 
Directors, and another Person providing for any Business Combination, or (2) if 
such an agreement as referred to in item (1) above is amended so as to make it 
less favorable to this Company or its shareholders, the date on which such 
amendment is entered into by the Company, as authorized by the Board of 
Directors, or (3) in cases where neither items (1) nor (2) shall be applicable, 
the record date for the determination of shareholders of this Company entitled 
to notice of and to vote upon the transaction in question. The Board of 
Directors shall have the power and duty to determine pursuant to the foregoing 
the Date of Determination as to any transaction for purposes of this Section 
6.07. Any such determination made by the Board of Directors in good faith shall 
be conclusive and binding for all purposes of Section 6.07.

        Fair Market Value.  The term "Fair Market Value" shall mean, as of any 
date: (1) in the case of stock, either (a) the median of the averages of the 
daily high and low sale prices during the 30-day period immediately preceding 
such date of a share of such stock on the Composite Tape for New York Stock 
Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, 
on the New York Stock Exchange, or, if such stock is not listed on such 
Exchange, on the principal United States securities exchange registered under 
the Securities Exchange Act of 1934 on which such stock is listed; or (b) if 
such stock is not listed on any such exchange, the median of the averages of the
daily closing bid and closing asked quotations on the National Association of 
Securities Dealers Automated Quotations System ("NASDAQ") (or any successor 
system then in use), or the median of the averages of the daily high and low 
sales prices on the NASDAQ National Market System, if applicable, for such stock
during the 30-day period preceding such date, or if no such quotations are then 
available, the fair market value as determined in good faith by a majority of 
the Continuing Directors; and (2) in the case of property other than cash or
stock, the fair market value of such property on such date as determined in good
faith by a majority of the Continuing Directors.

        Outstanding Shares.  The term "Outstanding Shares" shall mean any issued
shares of capital stock of the Company with the right

                                      -4-
<PAGE>
 
generally to vote for the election of directors, but shall not include any 
shares (prior to issue) which may be issuable pursuant to any agreement or upon 
exercise of conversion rights, warrants, options or otherwise.

        Person.  The term 'Person' shall mean any individual, partnership, 
corporation, group or other entity (other than the Company, any Subsidiary of 
the Company or a trustee holding stock for the benefit of employees of the 
Company or its Subsidiaries, or any one of them, pursuant to one or more 
employee benefit plans or arrangements).  When two or more Persons act as a 
partnership, limited partnership, syndicate, association or other group for the 
purposes of acquiring, holding, voting or disposing of the Outstanding Shares, 
such partnership, syndicate, association, or group shall be deemed a 'Person.'

        Related Person.  The term 'Related Person' shall mean any Person which,
together with the Affiliates and Associates of such Person, is the Beneficial 
Owner as of the Date of Determination or immediately prior to the consummation 
of a Business Combination, or both, of at least that number of shares of stock 
of the Company equal to twenty percent (20%) of all of the Outstanding Shares, 
but does not include any one or a group of more than one Continuing Director.  
The term 'Related Person' shall include the Affiliates and Associates of such 
Related Person.

        Subsidiary.  The term 'Subsidiary' shall mean any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by 
the Company.

        Determination of the Application of Section 6.07.  The Board of 
Directors shall have the power and the duty to determine for the purposes of 
Section 6.07 on the basis of the information known to the Board of Directors, 
any fact determinable under Section 6.07 and the applicability of all 
definitions to transactions contemplated by Section 6.07, including but not 
limited to the following:

        (1)  the number of shares of stock of the Company owned by a Person, and

        (2)  whether a Person is an Affiliate or Associate of another, and

        (3)  the fair market value, to be determined pursuant to the definition 
     of 'Fair Market Value' contained in this Section 6.07(a), of consideration
     other than cash received or to be received for Outstanding Shares.

        Any such determination shall be conclusive and binding for all purposes 
of Section 6.07, provided that such determination is approved by a majority of 
the Continuing Directors then in office.

        (b)  Voting Requirements for Business Combinations with Related Persons.
Except as set forth in subparagraph (c) and (d) of this

                                     -5- 
<PAGE>
 
Section 6.07, if as of the Date of Determination with respect to any Business 
Combination, any Person that is a party to such Business Combination is a 
Related Person, the affirmative vote or consent of the holders of at least 
seventy-five percent (75%) of all Outstanding Shares shall be required to 
approve such Business Combination. Such affirmative vote shall be required 
notwithstanding the fact that no vote may be required, or that a lesser 
percentage may be specified, by law or in any agreement with any national 
securities exchange or otherwise, and shall be in addition to any shareholder 
vote which would be required without references to this Section 6.07.

         (c)  Nonapplicability of Special Voting Requirements. The provisions of
Section 6.07(b) shall not apply if all of the following conditions shall have 
been met, provided, however, that nothing contained in this Section 6.07 shall 
be construed to relieve any Related Person from any fiduciary obligation imposed
by law:

              (1)  The consideration to be received by the Company or per share 
         by holders of Outstanding Shares shall be in cash or in the same form
         as the consideration given by the Related Person in acquiring
         Outstanding Shares at any time during the period commencing on the date
         of the first acquisition by such Related Person of any Outstanding
         Shares and ending on and including the date upon which the Related
         Person became a Related Person. If the Related Person paid for
         Outstanding Shares with varying forms of consideration, the form of
         consideration to be received by the Company or per share by holders of
         Outstanding Shares shall be either cash or the form of consideration
         used to acquire the largest number of Outstanding Shares acquired by
         the Related Person during such two-year period.

              (2)  The Fair Market Value of the consideration received in such 
         Business Combination by the Company (analyzed on a per share basis) or
         per share by holders of Outstanding Shares is not less than the highest
         per share price (including brokerage commissions, transfer taxes and
         soliciting dealers' fees) paid by such Related Person in acquiring any
         of its holdings of Outstanding Shares.

              (3)  The ratio of:

                   (i) the Fair Market Value of the consideration to be received
              in such Business Combination by the Company (analyzed on a per
              share basis) or per share by holders of Outstanding Shares to

                   (ii) the per share market price of Outstanding Shares 
              immediately prior to the announcement of the Business Combination
              is at least as great as the ratio of

                   (iii) the highest per share price (including brokerage 
              commissions, transfer taxes and soliciting dealers' fees) which
              such Related Person has paid for any of the Outstanding Shares
              acquired by it prior to the Date of Determination, to

                                      -6-
<PAGE>
 
     (iv) the per share market price of Outstanding Shares immediately prior to 
the initial acquisition by such Related Person of any Outstanding Shares.

   (4) If the Related Person is a corporation, the Fair Market Value of the 
consideration to be received in such Business Combination by the Company 
(analyzed on a per share basis) or per share holders of Outstanding Shares shall
be not less than the earnings per share of Outstanding Shares during the four
full consecutive fiscal quarters immediately preceding the Date of Determination
for solicitation of votes on such Business Combination multiplied by the then
price/earnings multiple (if any) of such Related Person as customarily computed
and reported in the financial community;

   (5) The Fair Market Value of consideration to be received in such Business
Combination by the Company (analyzed on a er share basis) or per share by
holders of Outstanding Shares shall be not less than the sum of:

     (i) the higher of (A) the highest gross per share price paid or agreed to 
be paid by the Related Person to acquire any of the Outstanding Shares of the 
Company beneficially owned by such Related Person or (B) the highest per share 
market price for such Outstanding Shares since the Related Person became a 
Related Person, plus

     (ii) an amount equal to the highest price/earnings multiple of the Company,
as customarily computed and reported in the financial community, attained by the
Company during the five fiscal years immediately preceding the Date of 
Determination multiplied by the aggregate amount, if any, by which 10% of such 
higher per share price determined under (i) above exceeds the smallest quarterly
common stock dividend per share (annualized) paid in cash since the date on 
which such Related Person became a Related Person;

   (6) The Fair Market Value of the consideration to be received in such 
Business Combination by the Company (analyzed on a per share basis) or per share
by holders of Outstanding Shares  shall not be less than the per share book 
value of Outstanding Shares at the end of the most recent fiscal year preceding 
the Date of Determination, calculated in accordance with generally accepted 
accounting methods;

   (7) After such Related Person has become a Related Person and prior to the 
consummation of such Business Combination:  (i) except as approved by two-thirds
of the Continuing Directors, there shall have been no failure to declare and pay
at the regular date therefor any dividends (whether or not cumulative) on any 
outstanding Preferred Stock of the Company; and (ii)  there shall have been (A) 
no reduction in the annual dividend from that most recently paid on Outstanding 
Shares (except as necessary to reflect any subdivision of the Outstanding Shares
through stock


                                      -7-

 













<PAGE>
 
     dividend, stock split, or otherwise), except as approved by two-thirds of
     the Continuing Directors, and (B) an increase in such annual dividend as
     necessary to reflect any reclassification (including a reverse stock
     split), recapitalization, reorganization or any similar transaction which
     has the effect of reducing the number of Outstanding Shares, unless the
     failure so to increase such annual dividend is approved by two-thirds of
     the Continuing Directors;

        (8) After such Related Person has become a Related Person, such Related
     Person shall not have received the benefit, directly or indirectly (except
     proportionately as a shareholder of the Company) of any loans, advances,
     guarantees, pledges or other financial assistance or any tax credits or
     other tax advantages provided by the Company, whether in anticipation of or
     in connection with such Business Combination or otherwise.

     (d)  Approval by Continuing Directors. The provisions of Section 6.07(b) 
and (c) shall not be applicable to any particular Business Combination or other 
event covered thereby, and such Business Combination or other event covered 
thereby shall require only such affirmative vote as is required by law and by 
any other provision of these Articles of Incorporation, if both of the following
conditions with respect to such Business Combination or other event shall have 
been satisfied: (i) the Business Combination or other event shall have been 
approved by two-thirds of the Continuing Directors; and (ii) at the time of such
approval, Continuing Directors comprised at least a majority of the Board of 
Directors.

     (e)  Amendment.  The affirmative vote of shareholders required to alter, 
amend or repeal this Section 6.07, or to alter, amend, or repeal any other 
provision of the Articles of Incorporation of the Company in any respect which 
would or might have the effect, directly or indirectly, of modifying, 
permitting any action inconsistent with, or permitting circumvention of, this 
Section 6.07 (including, but not limited to, any amendment of the Articles of 
Incorporation which would effect a reclassification of any securities of this 
Company which has the effect, directly or indirectly, of increasing the 
proportionate share of Outstanding Shares, or outstanding shares of any 
Subsidiary, beneficially owned by a Related Person), shall be at least 
seventy-five percent (75%) of all of the Outstanding Shares; provided, however, 
                                                             --------
that if such proposed alteration, amendment or repeal is approved by two-thirds
of the Continuing Directors and at the time of such approval Continuing
Directors comprise at least a majority of the Board of Directors, then such
proposed alteration, amendment or repeal shall require for approval only such
affirmative vote as is required by law and by any other provision of these
Articles of Incorporation. The 75% affirmative vote provided for above shall be
in addition to any shareholder vote which would be required without reference to
this Section 6.07."

                                      -8-

   
<PAGE>
 
                                      IV.

     New Section 6.09 was added to the Articles and provides as follows:

     "Section 6.09.  Business Combination Statute. For purposes of any By-Law 
adopted by the Company pursuant to Sections 14-2-1131 to 1133, inclusive, of the
Official Code of Georgia Annotated (the 'Code'), as now in effect and as from 
time to time amended, the term 'business combination' shall mean, in addition to
the transactions described in those Code Sections, any share exchange with any 
interested shareholder, or any affiliate of an interested shareholder,as defined
in Section 14-2-1110 of the Official Code of Georgia Annotated, as now in effect
and as from time to time amended, or any other corporation, whether or not 
itself an interested shareholder, which is, or after the share exchange would 
be, an affiliate of an interested shareholder that was an interested shareholder
prior to the consummation of the transaction."


                                      V.

     New Section 6.10 was added to the Articles and provides as follows:
    
     "Section 6.10.  Restoration of Appraisal Rights.

     (a)  A record shareholder of the Corporation is entitled to dissent from, 
and to obtain payment of the fair value of his shares in the event of, any of 
the business combinations described in subclauses (1), (2), (4), (5) or (6) of 
the clause entitled 'Business Combination' of Section 6.07(a), with a Related 
Person (as defined in the clause entitled 'Related Person' of Section 6.07(a)) 
unless such transaction is approved by the Board of Directors in the manner 
prescribed in subsection (d) of Section 6.07.

     (b)  For purposes of this Section a 'record shareholder' shall mean any 
person in whose name shares are registered in the records of the Corporation or 
the beneficial owner of shares to the extent of the rights granted by a nominee 
certificate on file with the Corporation."

     IN WITNESS WHEREOF, the undersigned executed this document on the 20th day 
of February, 1990.


                                                  /s/ K.R. McKinley
                                                  ------------------------------
                                                  K.R. McKinley
                                                  Corporate Secretary


                                      -9-
<PAGE>
 
                             ARTICLES OF AMENDMENT
                                     TO THE
                      ARTICLES OF INCORPORATION (CHARTER)
                                       OF
                           ATLANTA GAS LIGHT COMPANY


                                       I.

     The name of the corporation is:  Atlanta Gas Light Company.

                                      II.

     Effective the date hereof, pursuant to Sections 1.01 and 3.05 of the
Articles of Incorporation (Charter) of Atlanta Gas Light Company (the "Company")
and Section 14-2-602 of the Georgia Business Corporation Code, Section 3 of the
Charter of the Company hereby is amended to add the following as new Sections
3.04B and 3.04C to create a new series of Cumulative Preferred Stock, par value
of $100 per share, and a new series of Cumulative Preferred Stock, no par value
per share:

     "SECTION 3.04B.  7.70% SERIES $100 PAR VALUE CUMULATIVE PREFERRED STOCK.
     The Company shall have the authority to issue 145,000 shares of $100 par
     value
     7.70% Series Cumulative Preferred Stock (the "7.70%  Series Preferred
     Stock"), which shall have the following preferences limitations and
     relative rights:

     (1)  CUMULATIVE DIVIDENDS.

          The holders of 7.70% Series Preferred Stock shall be entitled to 
     receive, when, as and if declared by the Board of Directors out of funds
     legally available therefor, cumulative dividends per share at the rate of
     7.70% per annum on the par value thereof, payable quarterly on the first
     day of March, June, September and December in each year. Dividends on
     shares of 7.70% Series Preferred Stock shall commence to accrue and shall
     be cumulative from and including the date of issuance and shall cease to
     accrue on and after the date fixed for redemption pursuant to paragraph (3)
     of this Section 3.04B.

          So long as any shares of 7.70% Series Preferred Stock are 
     outstanding, no dividends shall be declared or paid upon, or set apart for,
     the shares of any class of Junior Stock, nor any sums applied to the
     purchase, redemption or other retirement of any class of Junior Stock,
     unless full dividends on all shares of the 7.70% Series Preferred Stock and
     of any other class or series of Preferred Stock outstanding for all past
     quarterly dividend periods shall have been paid or declared and a sum
     sufficient for the payment thereof set apart and the full dividend for the
     then current quarterly dividend period shall have been or concurrently
     shall be paid or declared and set apart. The amount of any deficiency for
     the past dividend periods may be paid or declared and set apart at any time
     without reference to any quarterly dividend payment date. Unpaid accrued
     dividends on the 7.70% Series Preferred Stock shall not bear interest.
<PAGE>
 
     (2)  LIQUIDATION.

          In the event of any liquidation, dissolution or winding up of the 
     Company or reduction or decrease of its capital resulting in a distribution
     of assets to the holders of any class of Junior Stock, the holders of 7.70%
     Series Preferred Stock shall be entitled to receive the amounts prescribed
     in Section 4.02 of the Charter of the Company, as amended.

     (3)  OPTIONAL REDEMPTION.

          The Company may at its option expressed by resolution of the Board of
     Directors redeem all or part of the 7.70% Series Preferred Stock in the
     manner provided in Section 4.03(A) of the Charter of the Company, as
     amended, at any time and from time to time on or after September 1, 1997.
     The per share redemption price shall be equal to the par value per share of
     the  7.70% Series Preferred Stock plus an amount equal to the accumulated
     but unpaid dividends thereon up to but not including the date fixed for
     redemption.

          All shares of the 7.70% Series Preferred Stock at any time redeemed
     pursuant to this subparagraph (3) shall be retired and canceled and
     thereafter shall be deemed to be authorized but unissued shares of
     Cumulative Preferred Stock of the par value of $100 per share.

     (4)  VOTING POWERS.

          Except as otherwise provided by law or as specifically provided by 
     Sections 4 and 6 of the Charter of the Company, the shares of 7.70% Series
     Preferred Stock shall have no voting rights.

          SECTION 3.04C.  7.70% SERIES NO PAR VALUE CUMULATIVE PREFERRED STOCK
     (STATED VALUE $100 PER SHARE).  The Company shall have the authority to
     issue 300,000 shares of no par value 7.70% Series Cumulative
     Preferred Stock (the "7.70% No Par Preferred Stock"), which shall have the
     following preferences limitations and relative rights:

                                      -2-
<PAGE>
 
     (1)  STATED VALUE.

          The stated value of, and the stated capital allocated to, the 7.70% 
     No Par Preferred Stock shall be $100 per share.

     (2)  CUMULATIVE DIVIDENDS.

          The holders of 7.70% No Par Preferred Stock shall be entitled to 
     receive, when, as and if declared by the Board of Directors out of funds
     legally available therefor, cumulative dividends per share at the rate of
     7.70% per annum on the stated value thereof, payable quarterly on the first
     day of March, June, September and December in each year. Dividends on
     shares of 7.70% No Par Preferred Stock shall commence to accrue and shall
     be cumulative from and including the date of issuance and shall cease to
     accrue on and after the date fixed for redemption pursuant to paragraph (4)
     of this Section 3.04C.

          So long as any shares of 7.70% No Par Preferred Stock are 
     outstanding, no dividends shall be declared or paid upon, or set apart for,
     the shares of any class of Junior Stock, nor any sums applied to the
     purchase, redemption or other retirement of any class of Junior Stock,
     unless full dividends on all shares of the 7.70% No Par Preferred Stock and
     of any other class or series of Preferred Stock outstanding for all past
     quarterly dividend periods shall have been paid or declared and a sum
     sufficient for the payment thereof set apart and the full dividend for the
     then current quarterly dividend period shall have been or concurrently
     shall be paid or declared and set apart. The amount of any deficiency for
     the past dividend periods may be paid or declared and set apart at any time
     without reference to any quarterly dividend payment date. Unpaid accrued
     dividends on the 7.70% No Par Preferred Stock shall not bear interest.

     (3)  LIQUIDATION.

          In the event of any liquidation, dissolution or winding up of the 
     Company or reduction or decrease of its capital resulting in a distribution
     of assets to the holders of any class of Junior Stock, the holders of 7.70%
     No Par Preferred Stock shall be entitled to receive the amounts prescribed
     in Section 4.02 of the Charter of the Company, as amended.

                                      -3-
<PAGE>
 
     (4)  OPTIONAL REDEMPTION.

          The Company may at its option expressed by resolution of the Board of
     Directors redeem all or part of the 7.70% No Par Preferred Stock in the
     manner provided in Section 4.03(A) of the Charter of the Company, as
     amended, at any time and from time to time on or after September 1, 1997.
     The per share redemption price shall be equal to the stated value per share
     of the 7.70% No Par Preferred Stock plus an amount equal to the accumulated
     but unpaid dividends thereon up to but not including the date fixed for
     redemption.

          All shares of the 7.70% No Par Preferred Stock at any time redeemed
     pursuant to this subparagraph (4) shall be retired and canceled and
     thereafter shall be deemed to be authorized but unissued shares of
     Cumulative Preferred Stock of no par value.

 
     (5)  VOTING POWERS.

          Except as otherwise provided by law or as specifically provided by 
     Sections 4 and 6 of the Charter of the Company, the shares of 7.70% No Par
     Preferred Stock shall have no voting rights."


                                      III.

     These amendments were duly adopted by the board of directors of the Company
as of October 9, 1992.

     IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to
the Articles of Incorporation to be executed by its duly authorized officer as
of the 9th day of October, 1992.


                                       ATLANTA GAS LIGHT COMPANY

 
                                       By:/s/ Thomas H. Benson
                                       -----------------------
                                       Thomas H. Benson
                                       Senior Vice President

                                      -4-
<PAGE>
 
                            ARTICLES OF CORRECTION
                                      OF
                           ATLANTA GAS LIGHT COMPANY


     The Articles of Correction of Atlanta Gas Light Company, a Georgia
corporation (the "Company"), are filed pursuant to Section 14-2-124 of the
Official Code of Georgia Annotated to correct the below-described record of
corporate action.

     On October 9, 1992, the Company filed with the Secretary of State Articles
of Amendment to the Articles of Incorporation (Charter) of the Company (the
"Articles of Incorporation").  Article II of said Articles of Amendment amends
Section 3 of the Charter of the Company by adding new Sections 3.04B and 3.04C.
Subparagraph (3) of Section 3.04B and subparagraph (4) of Section 3.04C
incorrectly state that the Company may redeem the shares of Cumulative Preferred
Stock designated in the Articles of Amendment on or after September 1, 1997
rather than the correct date of December 1, 1997.

     Accordingly, new Sections 3.04B and 3.04C as set forth in Article II of
said Articles of Amendment hereby are corrected so as to read in their entirety
as follows:

     "SECTION 3.04B. 7.70% SERIES $100 PAR VALUE CUMULATIVE PREFERRED STOCK. The
     Company shall have the authority to issue 145,000 shares of $100 par value
     7.70% Series Cumulative Preferred Stock (the "7.70% Series Preferred
     Stock"), which shall have the following preferences limitations and
     relative rights:

     (1)  CUMULATIVE DIVIDENDS.

          The holders of 7.70% Series Preferred Stock shall be entitled to
     receive, when, as and if declared by the Board of Directors out of funds
     legally available therefor, cumulative dividends per share at the rate of
     7.70% per annum on the par value thereof, payable quarterly on the first
     day of March, June, September and December in each year. Dividends on
     shares of 7.70% Series Preferred Stock shall commence to accrue and shall
     be cumulative from and including the date of issuance and shall cease to
     accrue on and after the date fixed for redemption pursuant to paragraph (3)
     of this Section 3.04B.

          So long as any shares of 7.70% Series Preferred Stock are outstanding,
     no dividends shall be declared or paid upon, or set apart for, the shares
     of any class of Junior Stock, nor any sums applied to the purchase,
     redemption or other retirement of any class of Junior Stock, unless full
<PAGE>
 
     dividends on all shares of the 7.70% Series Preferred Stock and of any
     other class or series of Preferred Stock outstanding for all past quarterly
     dividend periods shall have been paid or declared and a sum sufficient for
     the payment thereof set apart and the full dividend for the then current
     quarterly dividend period shall have been or concurrently shall be paid or
     declared and set apart. The amount of any deficiency for the past dividend
     periods may be paid or declared and set apart at any time without reference
     to any quarterly dividend payment date. Unpaid accrued dividends on the
     7.70% Series Preferred Stock shall not bear interest.

     (2)  LIQUIDATION.

          In the event of any liquidation, dissolution or winding up of the
     Company or reduction or decrease of its capital resulting in a distribution
     of assets to the holders of any class of Junior Stock, the holders of 7.70%
     Series Preferred Stock shall be entitled to receive the amounts prescribed
     in Section 4.02 of the Charter of the Company, as amended.

     (3)  OPTIONAL REDEMPTION.

          The Company may at its option expressed by resolution of the Board of
     Directors redeem all or part of the 7.70% Series Preferred Stock in the
     manner provided in Section 4.03(A) of the Charter of the Company, as
     amended, at any time and from time to time on or after December 1, 1997.
     The per share redemption price shall be equal to the par value per share of
     the  7.70% Series Preferred Stock plus an amount equal to the accumulated
     but unpaid dividends thereon up to but not including the date fixed for
     redemption.

          All shares of the 7.70% Series Preferred Stock at any time redeemed
     pursuant to this subparagraph (3) shall be retired and canceled and
     thereafter shall be deemed to be authorized but unissued shares of
     Cumulative Preferred Stock of the par value of $100 per share.

     (4)  VOTING POWERS.

          Except as otherwise provided by law or as specifically provided by
     Sections 4 and 6 of the Charter of the Company, the shares of 7.70% Series
     Preferred Stock shall have no voting rights.

          SECTION 3.04C.  7.70% SERIES NO PAR VALUE CUMULATIVE PREFERRED STOCK
     (STATED VALUE $100 PER SHARE).  The Company shall have the authority to
     issue 300,000 shares of no par value 7.70% Series Cumulative Preferred

                                      -2-
<PAGE>
 
     Stock (the "7.70% No Par Preferred Stock"), which shall have the following
     preferences limitations and relative rights:

     (1)  STATED VALUE.

          The stated value of, and the stated capital allocated to, the 7.70% No
     Par Preferred Stock shall be $100 per share.

     (2)  CUMULATIVE DIVIDENDS.

          The holders of 7.70% No Par Preferred Stock shall be entitled to
     receive, when, as and if declared by the Board of Directors out of funds
     legally available therefor, cumulative dividends per share at the rate of
     7.70% per annum on the stated value thereof, payable quarterly on the first
     day of March, June, September and December in each year. Dividends on
     shares of 7.70% No Par Preferred Stock shall commence to accrue and shall
     be cumulative from and including the date of issuance and shall cease to
     accrue on and after the date fixed for redemption pursuant to paragraph (4)
     of this Section 3.04C.

          So long as any shares of 7.70% No Par Preferred Stock are outstanding,
     no dividends shall be declared or paid upon, or set apart for, the shares
     of any class of Junior Stock, nor any sums applied to the purchase,
     redemption or other retirement of any class of Junior Stock, unless full
     dividends on all shares of the 7.70% No Par Preferred Stock and of any
     other class or series of Preferred Stock outstanding for all past quarterly
     dividend periods shall have been paid or declared and a sum sufficient for
     the payment thereof set apart and the full dividend for the then current
     quarterly dividend period shall have been or concurrently shall be paid or
     declared and set apart. The amount of any deficiency for the past dividend
     periods may be paid or declared and set apart at any time without reference
     to any quarterly dividend payment date. Unpaid accrued dividends on the
     7.70% No Par Preferred Stock shall not bear interest.

                                      -3-
<PAGE>
 
     (3)  LIQUIDATION.

          In the event of any liquidation, dissolution or winding up of the
     Company or reduction or decrease of its capital resulting in a distribution
     of assets to the holders of any class of Junior Stock, the holders of
     7.70% No Par Preferred Stock shall be entitled to receive the amounts
     prescribed in Section 4.02 of the Charter of the Company, as amended.

     (4)  OPTIONAL REDEMPTION.

          The Company may at its option expressed by resolution of the Board of
     Directors redeem all or part of the 7.70% No Par Preferred Stock in the
     manner provided in Section 4.03(A) of the Charter of the Company, as
     amended, at any time and from time to time on or after December 1, 1997.
     The per share redemption price shall be equal to the stated value per share
     of the 7.70% No Par Preferred Stock plus an amount equal to the accumulated
     but unpaid dividends thereon up to but not including the date fixed for
     redemption.

          All shares of the 7.70% No Par Preferred Stock at any time redeemed
     pursuant to this subparagraph (4) shall be retired and canceled and
     thereafter shall be deemed to be authorized but unissued shares of
     Cumulative Preferred Stock of no par value.

 
     (5)  VOTING POWERS.

          Except as otherwise provided by law or as specifically provided by
     Sections 4 and 6 of the Charter of the Company, the shares of 7.70% No Par
     Preferred Stock shall have no voting rights."


     IN WITNESS WHEREOF, the Company has caused these Articles of Correction to
be executed by its duly authorized officer as of this 16th day of October 1992.

                                       ATLANTA GAS LIGHT COMPANY



                                       By: /s/ Robert L. Goocher         
                                           ------------------------------
                                           Robert L. Goocher
                                           Vice President-Finance

                                      -4-
<PAGE>
 
                             ARTICLES OF AMENDMENT
                                     TO THE
                      ARTICLES OF INCORPORATION (CHARTER)
                                       OF
                           ATLANTA GAS LIGHT COMPANY


                                       I.

     The name of the corporation is:  Atlanta Gas Light Company.

                                      II.

     Effective the date hereof, the Articles of Incorporation (Charter) of
Atlanta Gas Light Company (the "Company") hereby are amended as follows:

     (A)  Section 1.01 of the Charter hereby is amended by deleting said Section
in its entirety and substituting in lieu thereof the following:

          "Section 1.01.  The maximum number of shares of capital stock of 
     Atlanta Gas Light Company (hereinafter referred to as the "Company")
     authorized to be outstanding at any one time is as follows:

          100,000,000 shares of Common Stock of the par value of $5 per share,

          20,000 shares of 4.50% Cumulative Preferred Stock of the par value of
          $100 per share (hereinafter referred to as the "4.50% Preferred
          Stock"),

          50,000 shares of 4.72% Cumulative Preferred Stock of the par value of
          $100 per share (hereinafter referred to as the "4.72% Preferred
          Stock"),

          10,000 shares of 5% Cumulative Preferred Stock of the par value of
          $100 per share (hereinafter referred to as the "5% Preferred Stock"),

          80,000 shares of 8.32% Series Cumulative Preferred Stock of the par
          value of $100 per share,

          75,000 shares of 7.84% Series Cumulative Preferred Stock of the par
          value of $100 per share,

          245,000 shares of Cumulative Preferred Stock of the par value of $100
          per share,

          1,000,000 shares of Cumulative Preferred Stock of no par value with
          the amount of stated capital allocated to each share to be determined
          by the Board of Directors of the Company at the time of issue thereof,
          and with the maximum aggregate stated capital allocable to all such
          shares at any time outstanding of not more than $30,000,000, and

          10,000,000 shares of Preferred Stock of no par value with the amount
          of stated capital allocated to each share to be determined by the
          Board of Directors of the Company at the time of issuance thereof.

          The designations, preferences, voting powers, restrictions,
     limitations and qualifications of the several classes or series of stock of
     Atlanta Gas Light Company shall be as set forth in the applicable
     provisions of this Charter (Articles of Incorporation), as amended, or as
     may be fixed by applicable statutory provisions, or as may from time to
     time be lawfully provided by resolution of the Board of Directors of the
     Company, provided, however, that no share of any such class or series of
     Preferred Stock shall be issued in violation of the terms of any other
     class or series of Preferred Stock then outstanding."

<PAGE>
 
     (B)  Section 3.02 of the Charter hereby is amended by deleting the text of
     such Section in its entirety and replacing such text with the term
     "Reserved."

     (C)  Section 3.03 of the Charter hereby is amended by deleting the text of
such Section in its entirety and replacing such text with the term "Reserved."

     (D)  Section 4.01 of the Charter hereby is amended by deleting such Section
in its entirety and substituting in lieu thereof the following:

     "Section 4.01.  Dividend Rights.  Dividends in full shall not be paid or
     set apart for payment on any class or series of the Preferred Stock for any
     dividend period unless dividends then due and payable for all past dividend
     periods on all classes or series of Preferred Stock have been or are
     contemporaneously paid in full or set apart for payment in full.  When the
     specific dividends then due and owing for past dividend periods are not
     paid in full on any class of Preferred Stock, the shares of each class of
     Preferred Stock with respect to which dividends are then due and owing for
     past dividend periods shall share ratably in the payment of dividends,
     including accumulations, if any, in accordance with the sums which would be
     payable on said shares if all dividends were paid in full."

     (E)  Subparagraph (v) of Section 4.04(A) of the Charter hereby is amended
by deleting such subparagraph in its entirety and substituting in lieu thereof
the following:

     "(v)  Issue shares of Preferred Stock in addition to the 20,000 shares of 4
     1/2% Preferred Stock outstanding unless, after giving effect to such
     additional shares,

       (a)  the net income of the Company available for dividends for any period
     of twelve (12) consecutive calendar months within the fifteen (15) calendar
     months immediately preceding the calendar month within which such
     additional shares of stock are to be issued shall have been at least two
     and one-half (2 1/2) times the aggregate annual dividend requirements upon
     the entire amount to be outstanding of Preferred Stock and of any stocks of
     the Company of any class ranking as to dividends prior to the Preferred
     Stock,

       (b)  the gross income available for payment of interest charges for any
     period of twelve (12) consecutive calendar months within the fifteen (15)
     calendar months immediately preceding the calendar month within which such
     additional shares of stock are to be issued shall have been at least one
     and one-half (1 1/2) times the sum of (1) the aggregate annual interest
     charges on all indebtedness of the Company to be outstanding, and (2) the
     aggregate annual dividend requirements upon the entire amount to be
     outstanding of Preferred Stock and of any stocks of the Company of any
     class ranking as to dividends prior to the Preferred Stock, and

       (c)  the aggregate of the capital of the Company applicable to all Junior
     Stock, plus the capital surplus and earned surplus of the Company and plus
     premiums on capital stock of the Company of any class, shall not be less
     than the aggregate amount payable upon involuntary liquidation, dissolution
     or winding up of the Company to the holders of all shares of all classes of
     Preferred Stock to be outstanding.

     In the foregoing computations, there shall be excluded (a) all indebtedness
     and all shares of Preferred Stock to be retired in connection with the
     issue of such additional shares, and (b) all interest charges on all
     indebtedness and dividend requirements on all shares of stock to be retired
     in connection with the issue of such additional shares.  The net earnings
     of any property which has been acquired by the Company during or after the
     period for which income is computed, or of any property which is to be
     acquired in connection with the issuance of any such additional shares, if
     capable of being separately determined or estimated, may be included on a
     pro forma basis in the foregoing computations; and if within or after the
     period for which income is computed, any substantial portion of the
     properties of the Company shall have been disposed of, the net earnings of
     such property, if capable of being separately determined or estimated,
     shall be excluded in the foregoing computations."