Exhibit (3)-1
Unicom Corporation
Form 10-K File No. 1-11375
UNICOM CORPORATION
ARTICLES OF INCORPORATION
ARTICLE ONE The name of the corporation is Unicom Corporation
ARTICLE TWO The name and address of the registered agent and its registered
office are:
Registered Agent: David A. Scholz
Registered Office: 10 South Dearborn Street
Post Office Box 767
Chicago, Illinois 60690-0767
Cook County
ARTICLE THREE The purpose or purposes for which the corporation is organized
are to transact any or all lawful businesses for which
corporations may be incorporated under the Business Corporation
Act of 1983, as amended from time to time.
ARTICLE FOUR Paragraph 1. The number of shares which the corporation is
authorized to issue is 400,000,000 shares of Common Stock,
without par value.
Paragraph 2. Initially, the corporation proposes to issue 100
shares of Common Stock for an aggregate consideration of $1,000.
Paragraph 3. The shares of Common Stock shall entitle the
holders thereof to one vote for each share upon all matters upon
which shareholders have the right to vote and to cumulate voting
in all elections of directors by vote of shareholders.
ARTICLE FIVE Paragraph 1. A director of the corporation shall not be
personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section
8.65 of the Business Corporation Act of the State of Illinois,
or (iv) for any transaction from which the director derived an
improper personal benefit. If the Business Corporation Act of
the State of Illinois is amended to authorize corporate action
further
eliminating or limiting the personal liability of Directors,
then the liability of a director of the corporation shall be
eliminated or limited to the full extent permitted by the
Business Corporation Act of the State of Illinois, as so
amended. Any repeal or modification of this Paragraph 1 by the
shareholders of the corporation shall not adversely affect any
right or protection of a director of the corporation existing at
the time of such repeal or modification.
Paragraph 2. Each person who is or was or had agreed to become
a director or officer of the corporation, and each person who is
or was serving or who had agreed to serve at the request of the
Board of Directors or an officer of the corporation as an
employe or agent of the corporation or as a director, officer,
employe, or agent, trustee or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person),
shall be indemnified by the corporation to the full extent
permitted by the Business Corporation Act of the State of
Illinois or any other applicable laws as presently or hereafter
in effect. Without limiting the generality of the foregoing,
the corporation may enter into one or more agreements with any
person which provide for indemnification greater or different
than that provided in this Paragraph 2. Any repeal or
modification of this Paragraph 2 shall not adversely affect any
right or protection existing hereunder immediately prior to such
repeal or modification.
ARTICLE SIX (a) It is estimated that the value of all
property to be owned by the corporation
for the following year wherever
located will be: $5,476,000,000
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(b) It is estimated that the value of the
property to be located within the
State of Illinois during the following
year will be: $ 50,000,000
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(c) It is estimated that the gross amount
of business that will be transacted by
the corporation during the following
year will be: $ 221,000,000
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(d) It is estimated that the gross amount
of business that will be transacted from
places of business in the State of Illinois
during the following year will be: $ 221,000,000
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ARTICLE SEVEN The undersigned incorporated hereby declares, under penalties of
perjury, that the statements made in the foregoing Articles of
Incorporation are true.
Dated January 28, 1994
Signature and Name Address
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Ashok K. Lalwani Sidley & Austin
------------------------ One First National Plaza
Ashok K. Lalwani Suite 4400
Chicago, Illinois 60603
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