STATE OF SOUTH CAROLINA
SECRETARY OF STATE
JIM MILES
NONPROFIT CORPORATION
ARTICLES OF INCORPORATION

1. The name of the nonprofit corporation is Transmission and Distribution Maintenance Management Association (T&D MMA)

2. The initial registered office of the nonprofit corporation is P.O. Box 13315, Charleston, Charleston County, South Carolina 29412-3315.

The name of the registered agent of the nonprofit corporation at that office is George L. Patrick, Jr.

3. Check (a), (b), or (c) whichever is applicable. Check only one box.

a. [ ] The nonprofit corporation is a public benefit corporation.

b. [ ] The nonprofit corporation is a religious corporation.

c. [X] The nonprofit corporation is a mutual benefit corporation.

4. Check (a) or (b), whichever is applicable:

a. [ ] This corporation will have members.

b. [X] This corporation will not have members.

5. The address of the principal office of the nonprofit corporation is P.O. Box 13315,Charleston, Charleston County, South Carolina 29412-3315.

6. If this nonprofit corporation is either a public benefit or religious corporation (box a. or b. of & 3, is checked), complete either (a) or (b), whichever is applicable, to describe how the remaining assets of the corporation will be distributed upon dissolution of the corporation.

a. [ ] Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such asset not so disposed of shall be disposed of by the court of common pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

b. [ ] Upon dissolution of the corporation, consistent with law, the remaining assets of the corporation shall be distributed to:__________________________ __________________________________________________

7. If the corporation is a mutual benefit corporation (box "c" of & 3, is checked), complete either (a) or (b), whichever is applicable, to describe how the {remaining} assets of the corporation will be distributed upon dissolution of the corporation.

a. [ ] Upon dissolution of the mutual benefit corporation the {remaining} assets shall be distributed to its members, or if it has no members, to those persons to whom the corporation holds itself out as benefiting or serving.

b. [X] Upon dissolution of the mutual benefit corporation the {remaining} assets, consistent with law, shall be distributed to a non-profit organization dedicated to improving the safety of the industry. Such designation shall be made by the then presiding officers of the Association.

8. The optional provisions which the nonprofit corporation elects to include in the articles of incorporation are as follows (See ' 33-31-202(c) of the 1976 South Carolina Code, the applicable comments thereto, and the instructions to this form): See Attachment 1 T&D MMA BY-LAWS

9. The name and address (with zip code) of each incorporator is as follows (only one is required):

Name Address (with zip code)

Tom Buelt 10407 State Street, Omaha, NEB. 68112

Fred Knight P.O. Box 4079, Gulfport, MISS. 39502-4079

George Patrick P.O. Box 2946101, Moncks Corner, S.C. 29461

Howard Wilcox 212 West Michigan Ave., Jackson, MI. 49201

10. Each original director of the nonprofit corporation must sign the articles but only if the directors are named in the articles:

_______________________________________Signature of director
George Patrick

_______________________________________Signature of director
Tom Buelt

_______________________________________Signature of director
Howard Wilcox

_______________________________________Signature of director
Fred Knight

11. Each incorporator must sign the articles.

___________________________________Signature of incorporator
George Patrick

___________________________________Signature of incorporator
Tom Buelt

___________________________________Signature of incorporator
Howard Wilcox

___________________________________Signature of incorporator
Fred Knight

FILING INSTRUCTIONS

1. Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

2. If space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form, or prepare this using a computer disk which will allow for expansion of space on the form.

3. This form must be accompanied by the filing fee of $25.00 payable to the Secretary of State.

Form Approved by South Carolina
Secretary of State Jim Miles
June 1994