PLANTERS ELECTRIC MEMBERSHIP CORPORATION

ARTICLES OF INCORPORATION

ARTICLE I.

The name of the Corporation is PLANTERS ELECTRIC MEMBERSHIP CORPORATION.

ARTICLE II.

The Corporation is organized pursuant to the provisions of the Georgia Electric Membership Corporations Act.

ARTICLE III.

The period of duration of the Corporation shall be perpetual.

ARTICLE IV.

The corporation shall have members. The qualifications for and other matters relating to its members shall be as set forth in the Bylaws of the corporation.

ARTICLE V.

The purposes for which this Corporation is formed are the following:

A. To furnish electrical energy and service;

B. To assist its members in the efficient and economical use of energy;

C. To engage in research and to promote and develop energy conservation and sources and methods of conserving, producing, converting, and delivering energy;

D. To engage in any lawful act or activity necessary or convenient to effect the foregoing purposes, including, but not limited to, the exercise of all powers granted to electric membership corporations as set forth in the Georgia Electric Membership Act, as amended.

ARTICLE VI.

The affairs of the Corporation shall be managed by a Board of Directors. The number, classification of the Directors of the Corporation and the method of their election shall be established in the Bylaws.

ARTICLE VII.

This complete restatement of the Article of Incorporation of this cooperative was adopted and authorized by the members of the Planters Electric Membership Corporation at its regular Annual Meeting held on October 11, 2001. A total of members registered and were entitled to vote the Annual Meeting. A majority of the members entitled to vote was required to adopt the Restated Articles of Incorporation and a total of voted to adopt these Restated Articles of Incorporation which now supersede the original articles of incorporation as theretofore amended.

IN WITNESS WHEREOF, PLANTERS ELECTRIC MEMBERSHIP CORPORATION has caused these Restated Articles of Incorporation to be executed, its corporate seal affixed and the foregoing to be attested, all by duly authorized officers on the 11^th day of October, 2001.

PLANTERS ELECTRIC MEMBERSHIP CORPORATION

By:

Bobby Smith, Its Chairman

ATTEST:

[CORPORATE SEAL]

By:

Linda Josey, Its Secretary