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EXHIBIT 3-1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PECO ENERGY COMPANY
ARTICLE I. The name of the Corporation is:
PECO ENERGY COMPANY
ARTICLE II. The address of the registered office of the
Corporation in this Commonwealth is:
2301 Market Street
Philadelphia, Pennsylvania 19101
ARTICLE III. The purpose or purposes for which the
Corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania are to engage in, and do any
lawful act concerning, any or all lawful business for which
corporations may be incorporated under said Business Corporation
Law, including but not limited to:
(1) The supply of light, heat or power to the public
by any means.
(2) The production, generation, manufacture,
transmission, transportation, storage, distribution or
furnishing of natural or artificial gas, electricity or
steam or air conditioning or refrigerating service, or any
combination thereof to or for the public.
(3) The diverting, pumping or impounding of water for
the development or furnishing of hydroelectric power to or
for the public.
(4) Manufacturing, processing, owning, using and
dealing in personal property of every class or description,
engaging in research and development, the furnishing of
services, and acquiring, owning, using and disposing of real
property of every nature whatsoever.
ARTICLE IV.
CAPITAL STOCK
The aggregate number of shares which the Corporation shall
have authority to issue is 615,000,000 shares, divided into
500,000,000 shares of Common Stock, without par value
(hereinafter called the "Common Stock"), 100,000,000 shares of
Series Preference Stock, without par value (hereinafter called
the "Preference Stock"), and 15,000,000 shares of Series
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Preferred Stock, without par value (hereinafter called the
"Preferred Stock") (the Preference Stock and the Preferred Stock
are hereinafter collectively called the "Senior Stock"). The
board of directors shall have the full authority permitted by law
to determine the voting rights, if any, and designations,
preferences, limitations, and special rights of any class or any
series of any class of the Senior Stock that may be desired to
the extent not determined by the articles.
The following is a statement of the voting rights,
designations, preferences, limitations, and the special rights
granted to or imposed upon the Common Stock and the Senior Stock:
PART 1
PREFERRED STOCK
DIVISION A
GENERAL PROVISIONS
Section 401. Issuance of Preferred Stock in Series. The
shares of the Preferred Stock may be divided into and issued in
series, from time to time, as provided in this division, each of
such series to be distinctly designated. All shares of the
Preferred Stock of all series shall be of equal rank and all
shares of any particular series of the Preferred Stock shall be
identical except as to the date or dates from which dividends
thereon shall he cumulative as provided in Section 402. The
shares of the Preferred Stock of different series may vary as to
the following terms, which shall be fixed in the case of each
such series, at any time prior to the issuance of the shares
thereof, in the manner provided by law:
(1) The annual dividend rate or rates for the
particular series and the date from which dividends shall be
cumulative on all shares of such series issued prior to the
record date for the first dividend for such series;
(2) The redemption price or prices, if any, for and
any special terms and conditions applicable to the
redemption of the particular series;
(3) The amount or amounts per share for the particular
series payable to the holders thereof upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, which may be different for voluntary and
involuntary liquidation, dissolution or winding up;
(4) The terms and amount of any sinking fund provided
for the purchase or redemption of shares of the particular
series; and
(5) The conversion, participating or other special
rights, and the qualifications, limitations or restrictions
thereof, if any, of the particular series, including any
features necessary or customarily incident to the issue and
reissue of series having auction or other variable annual
dividend rates.
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Section 402. Dividend Rights and Preferences.
(A) The holders of each series of the Preferred Stock at
the time outstanding shall be entitled to receive, but only when
and as declared by the board of directors, out of funds legally
available for payment of dividends, cumulative preferential
dividends, at the annual dividend rate for the particular series
fixed therefor as provided in this part, payable quarterly on the
first days of February, May, August and November in each year, to
shareholders of record on the respective dates, not exceeding 40
days preceding such dividend payment dates, fixed for the purpose
by the board of directors. No dividends shall be declared on any
series of the Preferred Stock in respect of any quarterly
dividend period unless there shall likewise be declared on all
shares of all series of the Preferred Stock at the time
outstanding, like proportionate dividends, ratably, in proportion
to the respective annual dividend rates fixed therefor, in
respect of the same quarterly dividend period, to the extent that
such shares are entitled to receive dividends for such quarterly
dividend period. The dividends on shares of all series of the
Preferred Stock shall be cumulative. In the case of all shares
of each particular series, the dividends on shares of such series
shall be cumulative:
(1) if issued prior to the record date for the first
dividend on the shares of such series, then from the date
for the particular series fixed therefor as provided in this
part;
(2) if issued during the period commencing immediately
after a record date for a dividend and terminating at the
close of the payment date for such dividend, then from such
dividend payment date; and
(3) otherwise from the quarterly dividend payment date
next preceding the date of issue of such shares;
so that unless dividends on all outstanding shares of each series
of the Preferred Stock, at the annual dividend rate and from the
dates for accumulation thereof fixed as provided in this part
shall have been paid for all past quarterly dividend periods, but
without interest on cumulative dividends, no dividends shall be
paid or declared and no other distribution shall be made on the
Preference Stock or the Common Stock, and no Preference Stock or
Common Stock shall be purchased or otherwise acquired for value
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by the Corporation. The holders of the Preferred Stock of any
series shall not be entitled to receive any dividends thereon
other than the dividends referred to in this section.
(B) Notwithstanding Subsection (A), the annual dividend
rate of a series of the Preferred Stock may vary from time to
time dependent upon facts ascertainable outside of these articles
of incorporation if the manner in which the facts will operate to
fix or change the dividend rate is set forth in the express terms
of the series or upon terms incorporated by reference to an
existing agreement between the Corporation and one or more other
parties or to another document of independent significance,
interest or other compensation may be payable with respect to
cumulative dividend arrearages and the dividend payment dates of
a series having auction or other variable annual dividend rates
may vary from time to time as provided by or pursuant to the
express terms of the series by not more than 47 days before or
after the fixed dividend payment dates provided in Subsection
(A).
(C) So long as any shares of the Preferred Stock of any
series are outstanding, the Corporation shall not pay any
dividends on or make any other distribution to the holders of
shares of its Preference Stock or Common Stock if after giving
effect to such payment or distribution the capital of the
Corporation represented by its Preference Stock and Common Stock
together with its surplus as then stated on its books of account
shall in the aggregate be less than the involuntary liquidating
value of its outstanding Preferred Stock.
Section 403. Redemption.
(A) General Rule. Unless prohibited or restricted in the
express terms of the affected series of the Preferred Stock, the
Corporation, by action of its board of directors, may redeem the
whole or any part of any series of the Preferred Stock, at any
time or from time to time, at the redemption price of the shares
of the particular series fixed therefor as provided in this part,
together with a sum in the case of each share of each series so
to be redeemed, computed at the annual dividend rate for the
series of which the particular share is a part from the date from
which dividends on such share became cumulative to the date fixed
for such redemption, less the aggregate of the dividends
theretofore or on such redemption date paid thereon or declared
and set aside for payment thereon.
(B) Notice. Notice of every such redemption shall be given
by publication at least once in a daily newspaper printed in the
English language and of general circulation in the city of
Philadelphia, Pennsylvania, and in a daily newspaper printed in
the English language of national circulation, the first
publication in such newspapers to be at least 30 days and not
more than 90 days prior to the date fixed for such redemption.
At least 30 days' and not more than 90 days' previous notice of
every such redemption shall also be mailed to the holders of
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record of the shares of the Preferred Stock so to be redeemed, at
their respective addresses as the same shall appear on the books
of the Corporation; but no failure to mail such notice nor any
defect therein or in the mailing thereof shall affect the
validity of the proceedings for the redemption of any shares of
the Preferred Stock so to be redeemed.
(C) Partial Redemption. In case of the redemption of a
part only of any series of the Preferred Stock at the time
outstanding, the Corporation shall select by lot or pro rata, in
such manner as the board of directors may determine, the shares
so to be redeemed, unless another method of selection is required
or authorized by the express terms of the series. The board of
directors shall have full power and authority, subject to the
limitations and provisions contained in this part, to prescribe
the manner in which and the terms and conditions upon which the
shares of the Preferred Stock shall be redeemed from time to
time.
(D) Effect of Redemption. If such notice of redemption
shall have been duly given by publication, and if on or before
the redemption date specified in such notice all funds necessary
for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the account
of the holders of the shares to be redeemed, so as to be and
continue to be available therefor, then, notwithstanding that any
certificate for such shares so called for redemption shall not
have been surrendered for cancellation, from and after the date
fixed for redemption, the shares represented thereby shall no
longer be deemed outstanding, the right to receive dividends
thereon shall cease to accrue and all rights with respect to such
shares so called for redemption shall forthwith on such
redemption date cease and terminate, except only the right of the
holders thereof to receive, out of the funds so set aside in
trust, the amount payable upon redemption thereof, without
interest, except that the Corporation may, after giving notice by
publication of any such redemption as provided in Subsection (B)
or after giving to the bank or trust company referred to in this
subsection irrevocable authorization to give such notice by
publication, and, at any time prior to the redemption date
specified in such notice, deposit in trust, for the account of
the holders of the shares to be redeemed, funds necessary for
such redemption with a bank or trust company in good standing,
organized under the laws of the United States of America or of
the Commonwealth of Pennsylvania, doing business in the city of
Philadelphia, Pennsylvania, having capital, surplus and undivided
profits aggregating at least the greater of $2,000,000 or two
times the amount of such deposit, designated in such notice of
redemption, and, upon such deposit in trust, all shares with
respect to which such deposit shall have been made shall no
longer be deemed to be outstanding, and all rights with respect
to such shares shall forthwith cease and terminate, except only
the right of the holders thereof to receive, out of the funds so
deposited in trust, from and after the date of such deposit, the
amount payable upon the redemption thereof, without interest.
Notice of such right shall be included in the notice of
redemption provided for in Subsection (B).
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(E) Purchase Rights Unaffected. Nothing contained in this
section shall limit any legal right of the Corporation to
purchase or otherwise acquire any shares of the Preferred Stock
at not exceeding the price at which the same may be redeemed.
(F) Status of Reacquired Shares. All or any shares of the
Preferred Stock at any time redeemed, purchased or acquired by
the Corporation may thereafter, in the discretion of the board of
directors, be reissued or otherwise disposed of at any time or
from time to time to the extent and in the manner then permitted
by law, subject, however, to the limitations imposed in this part
upon the issue of Preferred Stock or upon the reissue of the
shares of any particular series, or may be restored to the status
of authorized but unissued shares.
Section 404. Liquidation Rights and Preferences. Before
any amount shall be paid to, or any assets distributed among, the
holders of the Preference Stock or the Common Stock upon any
liquidation, dissolution or winding up of the Corporation, the
holders of each series of the Preferred Stock at the time
outstanding shall be entitled to be paid in cash the amount for
the particular series fixed therefor as provided in this part,
together with a sum in the case of each such share of each
series, computed at the annual dividend rate for the series of
which the particular share is a part, from the date from which
dividends on such share became cumulative to the date fixed for
the payment of such distributive amount, less the aggregate of
the dividends theretofore or on such date paid thereon or
declared and set aside for payment thereon; but no payments on
account of such distributive amounts shall be made to the holders
of any series of the Preferred Stock unless there shall likewise
be paid at the same time to the holders of each other series of
the Preferred Stock at the time outstanding like proportionate
distributive amounts, ratably, in proportion to the full
distributive amounts to which they are respectively entitled as
provided in this part. The holders of the Preferred Stock of any
series shall not be entitled to receive any amounts with respect
thereto upon any liquidation, dissolution or winding up of the
Corporation other than the amounts referred to in this section.
Neither the consolidation or merger of the Corporation with or
into any other corporation or corporations, nor the consummation
of any plan of share exchange, nor the sale or transfer by the
Corporation of all or any part of its assets, by division or
otherwise, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for the purposes of this section.
Section 405. Restrictions on Corporate Action.
(A) Actions Requiring Two-Thirds Vote. So long as any
shares of the Preferred Stock of any series are outstanding, the
Corporation shall not, without the consent (given in writing or
by vote at a meeting called for that purpose in accordance with
the provisions of Section 407(A)) of the holders of shares of the
Preferred Stock of all series then outstanding entitled to cast
at least two-thirds of the votes which all holders of Preferred
Stock of all series then outstanding are entitled to cast thereon:
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(1) Create or authorize any kind of stock (other than
a series of the Preferred Stock) ranking prior to or on a
parity with the Preferred Stock, or create or authorize any
obligation or security convertible into shares of stock of
any such kind; or
(2) Amend, alter, change or repeal any of the express
terms of the Preferred Stock or of any series of the
Preferred Stock then outstanding in a manner prejudicial to
the holders thereof, except that if any such amendment,
alteration, change or repeal would be prejudicial to the
holders of one or more, but not all, of the series of the
Preferred Stock at the time outstanding, only such consent
of the holders of shares of all series so affected entitled
to cast at least two-thirds of the votes which all holders
of shares of all series so affected then outstanding are
entitled to cast thereon shall be required; or
(3) Issue any additional shares of any series of the
Preferred Stock, unless the net earnings of the Corporation
applicable to the payment of dividends on the Preferred
Stock, and unless the net income before interest charges on
its indebtedness in each instance after provision for
depreciation and taxes determined in accordance with
generally accepted accounting principles, for any 12
consecutive calendar months within the 15 calendar months
immediately preceding the calendar month within which such
additional shares of stock shall be issued, shall,
respectively, have been at least two times the dividend
requirements for a 12-month period upon the entire amount of
the Preferred Stock to be outstanding immediately after the
proposed issue of such additional shares of Preferred Stock
(such dividend requirements to be determined, in the case of
outstanding Preferred Stock having auction or other variable
annual dividend rates, at the dividend rate in each case in
effect immediately before the proposed issue, and in the
case of additional shares of Preferred Stock having auction
or other variable annual dividend rates to be outstanding
immediately after the proposed issue of such additional
shares of Preferred Stock, at the initial dividend rate for
such additional shares) and at least one and one-half times
the aggregate of such dividend requirements and of the
interest charges for said period on the entire amount of the
indebtedness to be likewise outstanding (such interest
requirements to be determined, in the case of outstanding
indebtedness having auction or other variable annual
interest rates, at the interest rate in each case in effect
immediately before the proposed issue); but excluding from
each of the foregoing computations interest charges on all
indebtedness which is to be retired through the issue of
such additional shares of Preferred Stock; or
(4) Issue any additional shares of any series of the
Preferred Stock, unless the capital of the Corporation
represented by its Preference Stock and Common Stock
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together with its surplus as then stated on its books of
account shall in the aggregate be at least equal to the
involuntary liquidating value of the Preferred Stock to be
outstanding immediately after the proposed issue of such
additional shares of Preferred Stock.
(B) Increases in Authorized Amount of Preferred Stock. So
long as any shares of the Preferred Stock of any series are
outstanding, the Corporation shall not, without the consent
(given in writing or by vote at a meeting called for that purpose
in accordance with the provisions of Section 407(A)) of the
holders of the Preferred Stock of all series then outstanding
entitled to cast at least a majority of the votes which all
holders of Preferred Stock of all series then outstanding are
entitled to cast thereon, increase the total authorized amount of
the Preferred Stock of all series. Except as otherwise provided
in the express terms of any series of the Preferred Stock, the
number of authorized shares of the Preferred Stock of any series
may be increased without the vote or consent of the holders of
the outstanding shares of the series affected, subject to the
aggregate limit imposed by this article on the authorized number
of shares of the Preferred Stock of all series.
(C) Mergers and Other Fundamental Transactions. So long as
any shares of the Preferred Stock of any series are outstanding,
the Corporation shall not, without the consent (given by a vote
at a meeting called for that purpose in accordance with the
provisions of Section 407(A)) of the holders of the Preferred
Stock of all series present or represented by proxy at such
meeting, at which meeting a quorum as provided in Subsection (D)
shall be present or represented by proxy, entitled to cast at
least a majority of the votes which all holders of Preferred
Stock of all series present or represented by proxy at such
meeting are entitled to cast thereon, merge or consolidate with
or into any other corporation or corporations, or divide, unless
such merger, consolidation or division, 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, exempted, approved or permitted by the Securities and
Exchange Commission under the provisions of the Public Utility
Holding Company Act of 1935 or by any successor commission or
regulatory authority of the United States of America having
jurisdiction in the premises. The provisions of this subsection
shall not apply to consummation of a plan of share exchange which
does not affect holders of the Preferred Stock, or to a purchase
or other acquisition by the Corporation of franchises or assets
of another corporation in any manner which does not involve a
statutory merger or consolidation, or to a merger of any
corporation with and into the Corporation or to a division
pursuant to any provision of law which authorizes the Corporation
without shareholder action to be the surviving party to a
statutory merger or division if the terms of the merger or
division do not alter any provision of the articles of the
Corporation (except changes that under applicable law and these
articles of incorporation may be made without shareholder action)
nor otherwise affect its outstanding shares.
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(D) Quorum. For the purposes of Subsection (C), the
presence in person or by proxy of the holders of the Preferred
Stock of all series then issued and outstanding entitled to cast
at least a majority of the votes which all holders of Preferred
Stock of all series then issued and outstanding are entitled to
cast shall be necessary to constitute a quorum, except that, if
such quorum shall not have been obtained at such meeting or at
any adjournment thereof within 30 days from the date of such
meeting as originally called, the presence in person or by proxy
of the holders of the Preferred Stock of all series then issued
and outstanding entitled to cast at least one-third of the votes
which all holders of Preferred Stock of all series then issued
and outstanding are entitled to cast shall then be sufficient to
constitute a quorum. In the absence of a quorum, such meeting or
any adjournment thereof may be adjourned by the officer or
officers of the Corporation who shall have called the meeting
from time to time (but at intervals of not less than seven days
unless all shareholders present or represented by proxy shall
agree to a shorter interval) without notice other than
announcement at the meeting until a quorum as provided in this
subsection shall be present or represented by proxy. Nothing in
this subsection shall prevent the application to the Corporation
of any provision of law reducing or eliminating the quorum
required at a meeting of shareholders which has been previously
adjourned because of an absence of a quorum.
Section 406. Voting Rights.
(A) General Rule. The holders of the Preferred Stock shall
have no right to vote and shall not be entitled to notice of any
meeting of shareholders of the Corporation nor to participate in
any such meeting except as otherwise expressly provided in this
division and except for those purposes, if any, for which said
rights cannot be denied or waived under some mandatory provision
of law which shall be controlling. At all meetings of the
holders of Preferred Stock of the Corporation at which such
holders have the right to vote under the express provisions of
this division, each holder of Preferred Stock of each series
shall be entitled to one vote or fraction thereof, for each $100
or fraction thereof, of involuntary liquidating value represented
by the shares of Preferred Stock of such series held by each such
holder.
(B) Voting Upon Default in Dividends. If and when
dividends payable on the Preferred Stock shall be in default in
an amount equivalent to four full quarterly dividends on all
shares of all series of the Preferred Stock then outstanding, and
until all dividends then in default shall have been paid or
declared and set apart for payment, the holders of all shares of
the Preferred Stock, voting separately as one class, shall be
entitled to elect the smallest number of directors necessary to
constitute a majority of the full board of directors, and the
holders of the Common Stock, and except as otherwise provided by
the express terms of the Preference Stock or any series thereof,
the holders of any series of the Preference Stock having voting
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rights for the election of directors generally, voting separately
as a class, shall be entitled to elect the remaining directors of
the Corporation. The terms of office of all persons who may be
directors of the Corporation at the time shall terminate upon the
election of a majority of the board of directors by the holders
of the Preferred Stock, whether or not the holders of the Common
Stock and of any series of the Preference Stock having voting
rights for the election of directors generally, shall then have
elected the remaining directors of the Corporation.
(C) Defeasance of Special Voting Rights. If and when all
dividends then in default on the Preferred Stock then outstanding
shall have been paid or declared and set apart for payment (and
such dividends shall be declared and paid out of any funds
legally available therefor as soon as reasonably practicable),
the Preferred Stock shall thereupon be divested of any special
right with respect to the election of directors provided in
Subsection (B), the voting power of the Preferred Stock and the
Common Stock and of any series of the Preference Stock having
voting rights for the election of directors generally, shall
revert to the status existing before the occurrence of such
default; but always subject to the same provisions for vesting
such special rights in the Preferred Stock in case of further
like default or defaults in dividends thereon. Upon the
termination of any such special right upon payment or setting
apart for payment of all accumulated and defaulted dividends on
such Preferred Stock, the terms of office of all persons who may
have been elected directors of the Corporation by vote of the
holders of the Preferred Stock, as a class, pursuant to such
special right shall forthwith terminate, and the resulting
vacancies shall be filled by the vote of a majority of the
remaining directors.
(D) Vacancies During Special Voting Rights Periods. In the
case any vacancy in the office of a director occurring among the
directors elected by the holders of Preferred Stock, as a class,
pursuant to the provisions of Subsection (B), the remaining
directors elected by the holders of Preferred Stock may elect, by
affirmative vote of a majority thereof, or the remaining director
so elected if there be but one may elect, a successor or
successors to hold office for the unexpired term of the director
or directors whose place or places shall be vacant. Likewise,
except as otherwise provided by the express terms of the
Preference Stock or any series thereof as to directors which are
not then elected by the Preferred Stock, in case of any vacancy
in the office of a director occurring among the directors elected
by the holders of Common Stock and of any series of the
Preference Stock having voting rights for the election of
directors generally, pursuant to the provisions of Subsection
(B), the remaining directors elected by the holders of the Common
Stock and of any series of the Preference Stock having voting
rights for the election of directors generally, may elect, by
affirmative vote of a majority thereof, or the remaining director
so elected if there be but one may elect, a successor or
successors to hold office for the unexpired term of the director
or directors whose place or places shall be vacant.
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(E) Special Meetings of the Holders of Preferred Stock.
Whenever under the provisions of Subsection (B), the right shall
have accrued to the holders of the Preferred Stock to elect
directors, the board of directors shall within ten days after
delivery to the Corporation at its principal office of a request
to such effect signed by any holder of Preferred Stock entitled
to vote, call a special meeting of all shareholders to be held
within 40 days from the delivery of such request for the purpose
of electing directors. At all meetings of shareholders held for
the purpose of electing directors during such times as the
holders of shares of the Preferred Stock shall have the special
right, voting separately as one class, to elect directors
pursuant to Subsection (B), the presence in person or by proxy of
the holders of Common Stock and of any series of the Preference
Stock having voting rights for the election of directors
generally, entitled to cast at least a majority of the votes
which all holders of Common Stock and of any series of the
Preference Stock having voting rights for the election of
directors generally then issued and outstanding are entitled to
cast, shall be required to constitute a quorum of such class or
classes for the election of directors, and the presence in person
or by proxy of the holders of shares of all series of the
Preferred Stock entitled to cast at least a majority of the votes
which all holders of Preferred Stock of all series then issued
and outstanding are entitled to cast shall be required to
constitute a quorum of such class for the election of directors,
except that the absence of a quorum of the holders of stock of
either such class or classes shall not prevent the election at
any such meeting or adjournment thereof of directors by the other
such class or classes if the necessary quorum of the holders of
stock of such class or classes is present in person or by proxy
at such meeting. In the absence of a quorum of the holders of
stock of either such class or classes, those holders of the stock
of such class or classes who are present in person or by proxy
entitled to cast at least a majority of the votes which all
holders of the stock of such class or classes who are present in
person or by proxy are entitled to cast shall have power to
adjourn the election of the directors to be elected by such class
or classes from time to time without notice other than
announcement at the meeting until the requisite amount of holders
of such class or classes shall be present in person or by proxy,
but such adjournment shall not be made to a date beyond the date
for the mailing of notice of the next annual meeting of the
Corporation or special meeting in lieu thereof. Nothing in this
subsection shall prevent the application to the Corporation of
any provision of law reducing or eliminating the quorum required
at a meeting of shareholders which has been previously adjourned
because of an absence of a quorum.
(F) Relative Voting Rights as Between Series of the
Preferred Stock. Except when some mandatory provision of law
shall be controlling and except as otherwise provided in Section
405(A)(2) and, as regards the special rights of any series of the
Preferred Stock, as provided in the express terms of such series,
whenever shares of two or more series of the Preferred Stock are
outstanding, no particular series of the Preferred Stock shall be
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entitled to vote as a separate series on any matter and all
shares of the Preferred Stock of all series shall be deemed to
constitute but one class for any purpose for which a vote of the
shareholders of the Corporation by classes may be required.
(G) General Powers of Corporation Unaffected. From time to
time and without limitation of other rights and powers of the
Corporation as provided by law, the Corporation may reclassify
its capital stock and may create or authorize one or more classes
or kinds of stock ranking prior to or on a parity with or
subordinate to the Preferred Stock or may increase the authorized
amount of the Preferred Stock or of the Preference Stock or the
Common Stock or of any other class of stock of the Corporation or
may amend, alter, change or repeal any of the rights, privileges,
terms and conditions of the Preferred Stock or of any series
thereof then outstanding or of the Preference Stock or of any
series thereof then outstanding or of the Common Stock or of any
other class of stock of the Corporation, upon the affirmative
vote, given at a meeting called for that purpose in accordance
with law, of shareholders then entitled to cast thereon at least
a majority of the votes which all shareholders voting thereon in
person or by proxy are then entitled to cast thereon or upon such
other vote of its shareholders then entitled to vote thereon as
may then be provided by law, if the consent of the holders of the
Preferred Stock (or of any series thereof) required by the
provisions of Section 405(A) and (B), if any such consent be so
required, shall have been obtained.
Section 407. Meetings of Holders of Preferred Stock.
Notice of any meeting of the holders of Preferred Stock or any
series thereof, required or authorized under this part or by law,
setting forth the purpose or purposes of such meeting, shall be
mailed by the Corporation, not less than ten days prior to such
meeting, to all holders of Preferred Stock (at their respective
addresses appearing on the books of the Corporation) entitled to
vote thereat of record as of a date fixed by the board of
directors of the Corporation, not exceeding 90 days in advance of
such meeting, for the purpose of determining the shareholders
entitled to notice of and to vote at such meeting, unless such
notice shall have been waived, either before or after the holding
of such meeting, by all holders of Preferred Stock entitled to
notice thereof and to vote thereat. Any action authorized to be
taken at a meeting called for that purpose in accordance with the
provisions of this subsection may be taken either at a special
meeting, or at any regular or annual meeting if notice of such
proposed action is included in the notice of such regular or
annual meeting.
Section 408. Effective Date of Amendments to Part. Any
amendment to this part which requires governmental approval under
66 Pa.C.S. Ch. 19 (relating to securities and obligations) or any
superseding provision of law shall take effect upon receipt of
such governmental approval.
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DIVISION B
VARIATIONS AMONG SERIES OF PREFERRED STOCK
Section 421. $4.40 Preferred Stock (Series 1). The terms
of the "$4.40 Preferred Stock (Series 1)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $4.40 per annum; the redemption price shall be
$112.50 per share; $100 per share shall be payable upon any
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation. The number of shares of this series
authorized is 274,720 shares.
Section 422. $3.80 Preferred Stock (Series 2). The terms
of the "$3.80 Preferred Stock (Series 2)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $3.80 per annum; the redemption price shall be $106
per share; $100 per share shall be payable upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation. The number of shares of this series authorized is
300,000 shares.
Section 423. $4.30 Preferred Stock (Series 3). The terms
of the "$4.30 Preferred Stock (Series 3)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $4.30 per annum; the redemption price shall be $102
per share; $100 per share shall be payable upon any involuntary
liquidation, dissolution or winding up of the Corporation, and
upon any voluntary liquidation, dissolution or winding up of the
Corporation $102 per share shall be payable. The number of
shares of this series authorized is 150,000 shares.
Section 424. $4.68 Preferred Stock (Series 4). The terms
of the "$4.68 Preferred Stock (Series 4)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $4.68 per annum; the redemption price shall be $104
per share; $100 per share shall be payable upon any involuntary
liquidation, dissolution or winding up of the Corporation, and
upon any voluntary liquidation, dissolution or winding up of the
Corporation $104 per share shall be payable. The number of
shares of this series authorized is 150,000 shares.
Section 425. $7.00 Preferred Stock (Series 5).
(A) The terms of the "$7.00 Preferred Stock (Series 5)" may
vary from shares of other series of the Preferred Stock as
follows: the dividend rate shall be $7.00 per annum; the regular
redemption price shall be $101 per share; the sinking fund
redemption price shall be $100 per share; $100 per share shall be
payable upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation.
(B) Subject to Subsections (C) and (D), as and for a
sinking fund for the shares of this series, so long as any shares
of this series are outstanding, the Corporation will redeem, in
each 12-month period beginning February 1 (hereinafter in this
section called the "Sinking Fund Period"):
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(1) a number of shares of this series equal to 2% of
the greatest number of shares of this series at any time
outstanding prior to the commencement of the Sinking Fund
Period (the obligation of the Corporation to redeem such
number of such shares in any Sinking Fund Period being
hereinafter in this section referred to as the "Sinking Fund
Obligation" for such period); and
(2) at the option of the Corporation, such additional
number of shares this series, not exceeding a number equal
to 2% of the greatest number of shares of this series at any
time outstanding prior to the commencement of the Sinking
Fund Period, as the Corporation, by resolution of its board
of directors adopted on or before December 31 in such
Sinking Fund Period, shall determine.
(C) The Sinking Fund Obligation for any such period may be
reduced (or satisfied), at the option of the Corporation, by such
number of shares of this series, theretofore acquired by the
Corporation by purchase at a price not exceeding the sinking fund
redemption price (and not theretofore applied in reduction or
satisfaction of the number of shares of this series required to
be redeemed in any such period) as the Corporation, by resolution
of its board of directors, may elect to apply in reduction or
satisfaction of the Sinking Fund Obligation for such period.
(D) The Corporation shall not redeem any shares of this
series for the sinking fund unless all dividends on all series of
Preferred Stock then outstanding for all past quarterly dividend
periods shall have been paid or declared and set aside for
payment and unless the redemption is permissible under applicable
law, but if the Corporation shall for the reasons set forth in
this subsection or any other reason fail to discharge its Sinking
Fund Obligation for any Sinking Fund Period, such Sinking Fund
Obligation, to the extent not discharged, shall become an
additional Sinking Fund Obligation for each such succeeding
Sinking Fund Period until fully discharged.
(E) Any redemption of the shares of this series for the
sinking fund shall be accomplished in the manner and with the
effect provided in Section 403, except that such redemption shall
be at the sinking fund redemption price, in lieu of the regular
redemption price.
(F) The number of shares of this series authorized is
266,720.
Section 426. $7.85 Preferred Stock (Series 7). The terms
of the "$7.85 Preferred Stock (Series 7)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $7.85 per annum; the redemption price shall be $101
per share; $100 per share shall be payable upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation. The number of shares of this series authorized is
500,000 shares.
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Section 427. $7.75 Preferred Stock (Series 8). The terms
of the "$7.75 Preferred Stock (Series 8)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $7.75 per annum; the redemption price shall be $101
per share; $100 per share shall be payable upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation. The number of shares of this series authorized is
200,000 shares.
Section 428. $7.80 Preferred Stock (Series 9). The terms
of the "$7.80 Preferred Stock (Series 9)" may vary from shares of
other series of the Preferred Stock as follows: the dividend
rate shall be $7.80 per annum; the redemption price shall be $101
per share; $100 per share shall be payable upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation. The number of shares of this series authorized is
750,000 shares.
Section 429. $7.325 Preferred Stock (Series 10).
(A) The terms of the "$7.325 Preferred Stock (Series 10)"
may vary from shares of other series of the Preferred Stock as
follows: the dividend rate shall be $7.325 per annum; the
regular redemption price shall be $100 per share, except that
during the 12-month period ending on May 1 in each of the
following years the regular redemption price per share shall be
as follows: 1990 - $102.63, 1991 - $102.34, 1992 - $102.05, 1993
- - $101.75, 1994 - $101.46, 1995 - $101.17, 1996 - $100.87, 1997 -
$100.58 and 1998 -$100.29; the sinking fund redemption price
shall be $100 per share; $100 per share shall be payable upon any
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation.
(B) Subject to Subsection (C), as and for a sinking fund
for the shares of this series, so long as any shares of this
series are outstanding, the Corporation will redeem, on each May
1 (hereinafter in this section called the "Sinking Fund Date") a
number of shares of this series equal to 4% of the greatest
number of shares of this series at any time outstanding prior to
the Sinking Fund Date (the obligation of the Corporation to
redeem such number of such shares on any Sinking Fund Date being
hereinafter in this section referred to as the "Sinking Fund
Obligation" for such date).
(C) The Corporation shall not redeem any shares of this
series for the sinking fund unless all dividends on all series of
Preferred Stock then outstanding for all past quarterly dividend
periods shall have been paid or declared and set aside for
payment and unless the redemption is permissible under applicable
law, but if the Corporation shall for the reasons set forth in
this subsection or any other reason fail to discharge its Sinking
Fund Obligation on any Sinking Fund Date, such Sinking Fund
Obligation, to the extent not discharged, shall become an
additional Sinking Fund Obligation for each succeeding Sinking
Fund Date until fully discharged.
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(D) So long as any shares of this series are outstanding,
the Corporation shall not:
(1) Increase the authorized amount of the shares of
this series.
(2) Reissue as shares of this series any shares of
this series redeemed by the Corporation pursuant to this
section.
(3) Establish or re-establish any unissued shares of
the Preferred Stock of any other series or any unissued
shares of the Preferred Stock which are not part of a then
existing series as shares of this series.
(E) Any redemption of the shares of this series for the
sinking fund shall be accomplished in the manner and with the
effect provided in Section 403, except that such redemption shall
be at the sinking fund redemption price, in lieu of the regular
redemption price.
(F) The number of shares of this series authorized is
420,000 shares.
Section 430. $9.875 Preferred Stock (Series 21).
(A) The terms of the "$9.875 Preferred Stock (Series 21)"
may vary from shares of other series of the Preferred Stock as
follows: the dividend rate shall be $9.875 per annum; the
regular redemption price shall be $100 per share, except that
prior to August 1, 1992 the regular redemption price shall be
$109.875 per share, during the 12-month period from August 1,
1992 until July 31, 1993 the regular redemption price shall be
$105.00 per share and during the 12-month period from August 1,
1993 until July 31, 1994 the regular redemption price shall be
$102.50 per share; the sinking fund redemption price shall be
$100 per share; $100 per share shall be payable upon any
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation.
(B) Prior to August 1, 1992 the Corporation will not redeem
shares of this series if such redemption is a part of or in
anticipation of any refunding operations involving the
application, directly or indirectly, of borrowed funds or the
proceeds of any stock ranking prior to or on a parity with the
shares of this series as to payment of dividends or distributions
on any liquidation, dissolution or winding up, if such borrowed
funds have an interest rate or cost to the Corporation
(calculated in accordance with generally accepted financial
practice), or such stock has a dividend rate or cost to the
Corporation (so calculated), less than the dividend rate per
annum of the shares of this series.
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(C) Subject to Subsections (D) and (E), as and for a
sinking fund for the shares of this series, so long as any shares
of this series are outstanding, the Corporation will redeem, on
each August 1, commencing with August 1, 1993 (hereinafter in
this section called the "Sinking Fund Date"):
(1) 130,000 shares of this series (the obligation of
the Corporation to redeem such number of such shares on any
Sinking Fund Date being hereinafter in this section referred
to as the "Sinking Fund Obligation" for such date), and
(2) at the option of the Corporation, such additional
number of shares this series, not exceeding 130,000 shares,
as the Corporation, by resolution of its board of directors
adopted on or before the June 15 next preceding such Sinking
Fund Date, shall determine, but the exercise of such option
by the board of directors shall not reduce or satisfy any
subsequent Sinking Fund Obligation.
(D) The Sinking Fund Obligation for any Sinking Fund Date
may be reduced (or satisfied), at the option of the Corporation,
by such number of shares of this series, theretofore acquired by
the Corporation by purchase at a price not exceeding the sinking
fund redemption price (and not theretofore applied in reduction
or satisfaction of any Sinking Fund Obligation) as the
Corporation, by resolution of its board of directors, may elect
to apply in reduction or satisfaction of the Sinking Fund
Obligation for such Sinking Fund Date.
(E) The Corporation shall not redeem any shares of this
series for the sinking fund unless all dividends on all series of
Preferred Stock then outstanding for all past quarterly dividend
periods shall have been paid or declared and set aside for
payment and unless the redemption is permissible under applicable
law, but if the Corporation shall for the reasons set forth in
this subsection or any other reason fail to discharge its Sinking
Fund Obligation for any Sinking Fund Date, such Sinking Fund
Obligation, to the extent not discharged, shall become an
additional Sinking Fund Obligation for each such succeeding
Sinking Fund Date until fully discharged.
(F) Any redemption of the shares of this series for the
sinking fund shall be accomplished in the manner and with the
effect provided in Section 403, except that such redemption shall
be at the sinking fund redemption price, in lieu of the regular
redemption price.
(G) The number of shares of this series authorized is
650,000 shares.
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Section 431. $7.96 Preferred Stock (Series 23). The terms
of the $7.96 Preferred Stock (Series 23), in respect in which
shares of such series may vary from shares of the other series of
Preferred Stock shall be as follows:
(A) The dividend rate of the $7.96 Preferred Stock
shall be $7.96 per annum and October 20, 1992 shall be
the date from which dividends shall be cumulative on
all shares issued prior to the record date for the
first dividend for the $7.96 Preferred Stock.
(B) The redemption price (hereinafter referred to
as the "Optional Redemption Price") of the $7.96
Preferred Stock, shall be $100 per share (to which
shall be added the sum equal to the accumulated and
unpaid dividends, computed as provided in Section 403
of Article IV), provided however, that the Company will
not redeem any shares of the $7.96 Preferred Stock
prior to October 1, 1997.
(C) The amount per share for the $7.96 Preferred
Stock, payable to the holders thereof upon any
voluntary or involuntary liquidation, dissolution or
winding-up of the Company (to which shall be added a
sum equal to accumulated and unpaid dividends, computed
as provided in Section 404) shall be $100.
Section 432. $7.48 Preferred Stock (Series 24). The terms
of the $7.48 Preferred Stock (Series 24), in respect in which
shares of such series may vary from shares of the other series of
Preferred Stock shall be as follows:
(A) The dividend rate of the $7.48 Preferred Stock
shall be $7.48 per annum and March 30, 1993 shall be
the date from which dividends shall be cumulative on
all shares issued prior to the record date for the
first dividend for the $7.48 Preferred Stock.
(B) The Company will not redeem any shares of the
$7.48 Preferred Stock prior to April 1, 2003.
Thereafter, the redemption price (hereinafter referred
to as the "Optional Redemption Price") of the $7.48
Preferred Stock, shall be at the applicable Optional
Redemption Price per share set forth in the tabulation
below (to which shall be added the sum equal to the
accumulated and unpaid dividends, computed as provided
in Section 403):
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If Redeemed During Optional If Redeemed During Optional
the 12 Months Redemption the 12 Months Redemption
Beginning April 1, Price Beginning April 1, Price
- ------------------- ---------- ------------------- ----------
2003 $103.74 2009 $101.50
2004 103.37 2010 101.12
2005 102.99 2011 100.75
2006 102.62 2012 100.37
2007 102.24 2013 and thereafter 100.00
2008 101.87
(C) The amount per share for the $7.48 Preferred
Stock, payable to the holders thereof upon any
voluntary or involuntary liquidation, dissolution or
winding-up of the Company (to which shall be added a
sum equal to accumulated and unpaid dividends, computed
as provided in Section 404 of Article IV) shall be
$100.
Section 433. $6.12 Preferred Stock (Series 25). The terms
of the $6.12 Preferred Stock (Series 25), in respect in which
shares of such series may vary from shares of the other series of
Preferred Stock shall be as follows:
(A) The dividend rate of the $6.12 Preferred
Stock shall be $6.12 per annum and June 18, 1993 shall
be the date from which dividends shall be cumulative on
all shares issued prior to the record date for the
first dividend for the $6.12 Preferred Stock.
(B) The $6.12 Preferred Stock, shall be
redeemable in part from time to time, on or after
August 1, 1999, for the Sinking Fund hereinafter
referred to, at a redemption price of $100.00 per
share, together with a sum in the case of each such
share so to be redeemed, computed at the annual
dividend rate for the $6.12 Preferred Stock, from the
date from which dividends on such share became
cumulative to the date fixed for such redemption, less
the aggregate of the dividends theretofore, or on such
redemption date, paid thereon or declared or set aside
for payment thereon (such price, including such sum
equal to such accumulated and unpaid dividends, being
hereinafter called the "Sinking Fund Redemption
Price").
(C) The amount per share for the $6.12 Preferred
Stock, payable to the holders thereof upon any
voluntary or involuntary liquidation, dissolution or
winding-up of the Company (to which shall be added a
sum equal to accumulated and unpaid dividends, computed
as provided in Section 404) shall be $100.
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(D) As and for a Sinking Fund for the 927,000 shares
constituting the $6.12 Preferred Stock, authorized hereby
(and only for such shares), so long as any of such shares
are outstanding, the Company will redeem on each August 1,
commencing with August 1, 1999 (each such August 1 being
hereinafter referred to as a "Sinking Fund Date") (i)
185,400 such shares (the Company's obligation to redeem such
number of such shares on such Sinking Fund Date being
hereinafter referred to as the "Sinking Fund Obligation" for
such Sinking Fund Date), and (ii) at the option of the
Company, an additional number of such shares, not exceeding
185,400 as the Board of Directors shall by resolution
determine on or before the June 15 next preceding such
Sinking Fund Date but the exercise of such option by the
Board of Directors shall not reduce or satisfy any
subsequent Sinking Fund Obligation; provided, however, that
the Sinking Fund Obligation for any such Sinking Fund Date
may be reduced (or satisfied), at the option of the Company,
by such number of such shares, theretofore acquired by the
Company by purchase at a price not exceeding the Sinking
Fund Redemption Price (and not theretofore applied in
reduction or satisfaction of any Sinking Fund Obligation) as
the Company, by resolution of its Board of Directors, may
elect to apply in reduction or satisfaction of the Sinking
Fund Obligation for such Sinking Fund Date; and provided,
further, that the Company shall not redeem any such shares
for the Sinking Fund unless all dividends on all series of
Preferred Stock then outstanding for all past quarter-yearly
dividend periods shall have been paid or declared and set
aside for payment and unless such redemption is permissible
under applicable law, but if the Company shall for the
aforesaid reasons or any other reason fail to discharge its
Sinking Fund Obligation for any Sinking Fund Date, such
Sinking Fund Obligation, to the extent not discharged, shall
become an additional Sinking Fund Obligation for each
succeeding Sinking Fund Date until fully discharged.
(E) Any redemption of the $6.12 Preferred Stock, for
the Sinking Fund shall be accomplished in the manner and
with the effect provided in Section 403 of Article IV, and
such redemption shall be at the Sinking Fund Redemption
Price.
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PART 2
PREFERENCE STOCK
DIVISION A
GENERAL PROVISIONS
Section 443. Vote Required to Increase Class or Series.
Except as otherwise provided in the express terms of any series
of the Preference Stock, the number of authorized shares of the
Preference Stock or of any series thereof may be increased
without a class or series vote or consent of the holders of the
outstanding shares of the class or series affected.
DIVISION B
VARIATIONS AMONG SERIES OF PREFERENCE STOCK
(Reserved)
PART 3
COMMON STOCK
Section 453. Voting Rights. At all meetings of the
shareholders of the Corporation the holders of Common Stock shall
be entitled to one vote for each share of Common Stock held by
them respectively, except as otherwise expressly provided in this
article.
Section 454. Dividend and Other Distribution Rights.
Whenever full dividends or other distributions on all series of
the Senior Stock at the time outstanding having preferential
dividend or other distribution rights shall have been paid or
declared and set apart for payment or otherwise made, then such
dividends (payable in cash or otherwise) or other distributions,
as may be determined by the board of directors may be declared
and paid or otherwise made on the Common Stock, but only out of
funds legally available for the payment of such distributions.
Section 455. Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Corporation, the
assets and funds of the Corporation available for distribution to
shareholders, after paying or providing for the payment to the
holders of shares of all series of Senior Stock of the full
distributive amounts to which they are respectively entitled, as
provided in this article, shall be divided among and paid to the
holders of Common Stock according to their respective shares.
82
PART 4
GENERAL
Section 460. Preemptive Rights. Except as otherwise
provided in the express terms of any class or series of shares,
or in any contract, warrant or other instrument issued by the
Corporation, no holder of shares of the Corporation shall be
entitled, as such, as a matter of right to subscribe for or
purchase any part of any issue of shares or other securities of
the Corporation, of any class, series or kind whatsoever, and
whether issued for cash, property, services, by way of dividends,
or otherwise.
Section 461. Amendments to Terms of Senior Stock. If and
to the extent provided by the express terms of any series of the
Senior Stock, the board of directors may, without the consent of
the holders of the outstanding shares of such series or of the
holders of any other shares of the Corporation (unless otherwise
provided in the express terms of any such other shares), amend
these articles of incorporation so as to change any of the terms
of such series.
ARTICLE V.
MANAGEMENT
The following provisions shall govern the management of the
business and affairs of the Corporation and the rights, powers or
duties of its security holders, directors or officers:
Section 501. Effective Date of Article and Amendments
Thereto. This article and any subsequent amendments thereto
which require governmental approval, if any, under 66 Pa.C.S. Ch.
19 (relating to securities and obligations) or any superseding
provision of law shall take effect upon receipt of such
governmental approval.
Section 502. Classification of Board of Directors. The
board of directors of the Corporation shall be classified in
respect of the time for which they shall severally hold office as
follows:
(1) Each class shall be as nearly equal in number as
possible.
(2) The term of office of at least one class shall
expire in each year.
(3) Except as otherwise provided in Section 406(B) or
in the express terms of any series of the Preference Stock
with respect to the election of directors upon the
occurrence of a default in the payment of dividends or in
the performance of another express requirement of the terms
of such series, the members of each class shall be elected
for a term of three years and until their respective
successors shall have been elected and qualified, except in
the event of their earlier death, resignation or removal.
83
Notwithstanding the preceding sentence, at the 1990
Annual Meeting of Shareholders the directors shall be
classified into three classes comprised of directors who
shall serve for terms expiring at the annual meetings of
shareholders in 1991, 1992 and 1993, respectively, and until
their respective successors shall have been elected and
qualified, except in the event of their earlier death,
resignation or removal. At the annual meeting of
shareholders in 1991 and thereafter the shareholders shall
elect, to serve until the third annual meeting of
shareholders following their election, and until their
successors shall have been elected and qualified, except in
the event of their earlier death, resignation or removal,
the number of directors in the class whose term expires at
such annual meeting. This paragraph shall expire at the
adjournment of the annual meeting of shareholders in 1993.
Section 503. Number of Directors. The number of directors
of the Corporation constituting the whole board and the number of
directors constituting each class of directors as provided by
Section 502 shall be fixed solely by resolution of the board of
directors, except as otherwise provided in the express terms of
any class or series of Senior Stock with respect to the election
of directors upon the occurrence of a default in the payment of
dividends or in the performance of another express requirement of
the terms of such Senior Stock.
Section 504. Straight Voting for Directors. The
shareholders of the Corporation shall not have the right to
cumulate their votes for the election of directors of the
Corporation.
Section 505. Liability of Directors and Officers. An
officer of the Corporation shall not be personally liable, as
such, to the Corporation, and a director of the Corporation shall
not be personally liable, as such, for monetary damages
(including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature
(including, without limitation, attorneys' fees and
disbursements)) for any action taken, or any failure to take any
action, unless the director or officer has breached or failed to
perform the duties of his or her office under these articles of
incorporation, the bylaws of the Corporation or applicable
provisions of law and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
Section 506. Conduct of Officers. In lieu of the standards
of conduct otherwise provided by law, officers of the Corporation
shall be subject to the same standards of conduct, including
standards of care and loyalty and rights of justifiable reliance,
as shall at the time be applicable to directors of the
Corporation.
84
Section 507. Interpretation. The provisions of Section 505
shall not apply to the responsibility or liability of a director
or officer, as such, pursuant to any criminal statute or for the
payment of taxes pursuant to local, state or federal law. The
provisions of Sections 505, 506 and this section have been
adopted pursuant to the authority of Sections 1721(e) and 1732(c)
of the Pennsylvania Business Corporation Law of 1988, shall be
deemed to be a contract with each director or officer of the
Corporation who serves as such at any time while Sections 505,
506 and this section are in effect, and Sections 505, 506 and
this section are cumulative of and shall be in addition to and
independent of any and all other limitations on the liabilities
of directors or officers of the Corporation, as such, or rights
of indemnification by the Corporation to which a director or
officer of the Corporation may be entitled, whether such
limitations or rights arise under or are created by any statute,
rule of law, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise. Each person who serves as
a director or officer of the Corporation while Sections 505, 506
and this section are in effect shall be deemed to be doing so in
reliance on such sections. No amendment to or repeal of Sections
505, 506 and this section, nor the adoption of any provisions of
these articles of incorporation inconsistent with such sections,
shall apply to or have any effect on the liability or alleged
liability of any director or officer of the Corporation for or
with respect to any acts or omissions of such director or officer
occurring prior to such amendment, repeal or adoption of an
inconsistent provision. In any action, suit or proceeding
involving the application of Sections 505, 506 and this section,
the party or parties challenging the right of a director or
officer to the benefits of such sections shall have the burden of
proof.
Section 508. Control Transactions.
(A) Subchapter E of Chapter 25 of the Business Corporation
Law of 1988 (relating to control transactions) shall be
applicable to the Corporation.
(B) Subsection (A) shall take effect upon the amendment of
15 Pa.C.S. Section 2524 (relating to definitions) to define "voting
shares" for the purposes of Subchapter 25E as shares of the
Corporation entitled to vote generally in the election of
directors.
Section 509. Business Combinations. Subchapter F of
Chapter 25 of the Business Corporation Law of 1988 (relating to
business combinations) shall be applicable to the Corporation.
85
Section 510. Adoption of Bylaws. Except as otherwise
provided in the express terms of any series of the Senior Stock:
(1) The shareholders shall have the power to adopt,
amend or repeal the bylaws of the Corporation only subject
to the procedures and restrictions applicable to amendments
of these articles of incorporation, including any provision
of law requiring as a condition to adoption by the
Corporation that the corporate action be approved also by
the board of directors of the Corporation, and treating a
direction by the board that the matter should be submitted
to the shareholders, or the sufferance by the board that the
matter be so submitted, as insufficient to satisfy the
requirement of independent approval by the board of
directors.
(2) The board of directors of the Corporation shall
have the full authority conferred by law upon the
shareholders of the Corporation to adopt, amend or repeal
the bylaws of the Corporation, including in circumstances
otherwise reserved by statute exclusively to the
shareholders. Any bylaw adopted by the board of directors
under this paragraph shall be consistent with these articles
of incorporation.
ARTICLE VI.
MISCELLANEOUS
Section 601. Headings. The headings of the various
sections of these articles of incorporation are for convenience
of reference only and shall not affect the interpretation of any
of the provisions of these articles.
Section 602. Reserved Power of Amendment. These articles
of incorporation may be amended in the manner and at the time
prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
As filed with the Department of State on March 8, 1994.