EXHIBIT 3 - A
METROPOLITAN EDISON COMPANY
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RESTATED ARTICLES OF INCORPORATION
I. The name of the Company is METROPOLITAN EDISON COMPANY.
II. The location and post office address of the registered office of the
Company in the Commonwealth of Pennsylvania is:
2800 Pottsville Pike
Muhlenberg Township
Berks County, Pennsylvania 19605
III. The purposes for which the Company is incorporated are as follows:
A. The production, generation, manufacture, transmission,
transportation, distribution, furnishing and supply of electricity to
or for the public.
B.The engaging in all other lawful business for which corporations may
be incorporated under the Business Corporation Law of 1988.
IV. The term of existence of the Company shall be perpetual.
V. The aggregate number of shares which the Company shall have authority
to issue shall be:
A. 900,000 shares of Common Stock without par value; and
B. 10,000,000 shares of Preferred Stock, without par value, having
a maximum aggregate stated value of $250,000,000.
VI. The board of directors shall have the authority to determine the
designations, preferences, voting powers, qualifications, limitations,
restrictions, and special or relative rights in respect of any class or series
of the Preferred Stock.
VII. If authorized by the board of directors of the Company, any or all classes
or series of shares, or any part thereof, may be uncertificated shares, except
that with respect to any outstanding shares of the Company represented by a
certificate, such shares shall not be uncertificated shares until the
certificate is surrendered to the Company.
Microfilm Number Filed with the Department of State on
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Entity Number
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Secretary of the Commonwealth
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
DSCB: 15-1915 (Rev. 90)
In compliance with the requirements of 15 Pa.C.S. section 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1. The name of the corporation is: METROPOLITAN EDISON COMPANY
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name or its commercial re-registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 2800 Pottsville Pike Muhlenberg Township Pa 19605 Berks
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Number and Street City State Zip County
(b) -----------------------------------------------------------------------
Name of Commercial Registered Office Provider
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.
3. The statute by or under which it was incorporated is: the Act of May 3, 1909,
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P.L. 408; on July 30, 1976, the corporation accepted the then Business
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Corporation Law of 1933.
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4. The date of its incorporation is July 24, 1922
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5. (Check, and if appropriate complete, one of the following):
x The amendment shall be effective upon filing these Articles
----
Amendment in the Department of State.
The amendment shall be effective on: at
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------------------- Date
Hour
6. (Check one of the following):
The amendment was adopted by the shareholders (or members) pursuant
------ to 15 Pa.C.S. section 1914(a) and (b).
x The amendment was adopted by the board of directors pursuant
-------to 15 Pa.C.S. section 1914(c).
7. (Check, and if appropriate complete, one of the following):
The amendment adopted by the corporation, set forth in full, is
--------- as follows:
x The amendment adopted by the corporation is set forth in
-------full in Exhibit A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
x The restated Articles of Incorporation supersede the
-------- original Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this 8th
day of March 1999.
METROPOLITAN EDISON COMPANY
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(Name of Corporation)
BY: /s/ T. G. Howson
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(Signature)
TITLE: Vice President and Treasurer