EXHIBIT 3 - B
PENNSYLVANIA ELECTRIC COMPANY
RESTATED ARTICLES OF INCORPORATION
I. The name of the Company is PENNSYLVANIA ELECTRIC 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. 5,400,000 shares of Common Stock of the par value of $20 per
share having an aggregate par value of $108,000,000; and
B. 11,435,000 shares of Preferred Stock, without par value, and
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: PENNSYLVANIA ELECTRIC 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)
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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 the General
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Assembly of the Commonwealth of Pennsylvania entitled "An Act authorizing the
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merger and consolidation of certain corporations", approved May 3, 1909, P.L.
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408.
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4. The date of its incorporation is June 11, 1919 .
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5. (Check, and if appropriate complete, one of the following):
x The amendment shall be effective upon filing these -----Articles of
Amendment in the Department of State.
The amendment shall be effective on: at
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Hour.
6. (Check one of the following):
x The amendment was adopted by the shareholders (or members)
-------pursuant to 15 Pa.C.S. section 1914(a) and (b).
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.
PENNSYLVANIA ELECTRIC COMPANY
(Name of Corporation)
BY: /s/ T. G. Howson
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(Signature)
TITLE: Vice President
and Treasurer