DISTRICT
OF COLUMBIA
STATEMENT OF
CANCELLATION OF REDEEMABLE
SHARES
OF
POTOMAC ELECTRIC POWER COMPANY
Under
the provisions of Section 29-359 of Chapter 3 of Title 29 of the District
of Columbia Code, 1981 Edition (Section 59 of the District of Columbia
Business Corporation Act, as amended), the undersigned corporation submits
this statement of cancellation, pursuant to the provisions of its articles
of incorporation, of redeemable shares of the corporation reacquired by it
subsequent to the close of business on December 17, 1992, and prior to the
close of business on December 16, 1993, through their conversion, in
accordance with their terms, into shares of its common stock, and through
redemption subsequent to the close of business on December 17, 1992, and
prior to the close of business on December 16, 1993 of 30,000 shares of
Serial Preferred Stock, $3.37 Series of
1987:
FIRST: The name of the corporation is
Potomac Electric Power Company.
SECOND: The aggregate
number of shares which the corporation had authority to issue is
220,042,227*, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 10,027
$3.82
Series of
1969 500,000
$3.37
Series of
1987 982,200
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
_______________
*Includes
additional shares authorized in Articles of Amendment to the Articles of
Incorporation dated May 20, 1993.
THIRD: The
number of shares of the corporation so cancelled is 31,183 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 1,183
$3.37
Series of
1987 30,000
FOURTH: The
number of shares which the corporation has authority to issue after giving
effect to such cancellation is 220,011,044, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 8,844
$3.82
Series of
1969 500,000
$3.37
Series of
1987 952,200
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH: The
aggregate number of issued shares of the corporation after giving effect
to such cancellation is 122,926,152 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
117,465,108
Preference
Stock Undesignated as to
series NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 8,844
$3.82
Series of
1969 500,000
$3.37
Series of
1987 952,200
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
SIXTH: After
giving effect to such cancellation, the amounts of the stated capital and
paid-in surplus of the corporation, computed in accordance with the
provisions of the District of Columbia Business Corporation Act, as
amended, are $390,517,308 and $989,419,430.89,
respectively.
DATED: December 21,
1993
POTOMAC
ELECTRIC POWER
COMPANY
By H.
L.
DAVIS
H.
Lowell
Davis
Vice
Chairman
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
M. T.
HOWARD
M. T.
Howard
Assistant Secretary
DISTRICT OF COLUMBIA,
ss.:
I, Lisa A. Poole, a Notary
Public, do hereby certify that on this 21st day of December,
1993, personally appeared before me H. Lowell Davis, who, being by me
first duly sworn, declared that he is Vice Chairman and Chief Financial
Officer of Potomac Electric Power Company, that he signed the foregoing
document as Vice Chairman and Chief Financial Officer of the corporation,
and that the statements therein contained are
true.
LISA
A.
POOLE
Notary
Public, D. C.
[Notarial
Seal]
ARTICLES OF AMENDMENT
OF
POTOMAC
ELECTRIC POWER COMPANY
Under the provisions of
Section 13.1-652 of the Code of Virginia, as amended, the undersigned
corporation submits these Articles of
Amendment.
FIRST: The name of the corporation is
Potomac Electric Power Company.
SECOND: The reduction
in the number of authorized shares of the corporation is 31,183, itemized
as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible
Series
of
1966 1,183
$3.37
Series of
1987 30,000
THIRD:
The total number of authorized shares of the corporation remaining after
giving effect to such reduction is 220,011,044, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 8,844
$3.82
Series of
1969 500,000
$3.37
Series of
1987 952,200
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the number
of authorized shares was duly authorized by the Board of Directors on
December 20, 1993.
DATED: December 21,
1993
POTOMAC
ELECTRIC POWER
COMPANY
By H.
L.
DAVIS
H.
Lowell
Davis
Vice
Chairman
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
M. T.
HOWARD
M. T.
Howard
Assistant Secretary
DISTRICT
OF COLUMBIA
STATEMENT OF
CANCELLATION OF REDEEMABLE
SHARES
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
29-359 of Chapter 3 of Title 29 of the District of Columbia Code, 1981
Edition (Section 59 of the District of Columbia Business Corporation Act,
as amended), the undersigned corporation submits this statement of
cancellation, pursuant to the provisions of its articles of incorporation,
of redeemable shares of the corporation reacquired by it subsequent to the
close of business on December 16, 1993, and prior to the close of business
on December 12, 1994, through their conversion, in accordance with their
terms, into shares of its common stock, and through redemption subsequent
to the close of business on December 16, 1993, and prior to the close of
business on December 12, 1994 of 50,949 shares of Serial Preferred Stock,
$3.37 Series of 1987:
FIRST: The name
of the corporation is Potomac Electric Power
Company.
SECOND: The aggregate number of
shares which the corporation had authority to issue is 220,011,044,
itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 8,844
$3.82
Series of
1969 500,000
$3.37
Series of
1987 952,200
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
THIRD: The
number of shares of the corporation so cancelled is 51,610 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 661
$3.37
Series of
1987 50,949
FOURTH: The
number of shares which the corporation has authority to issue after giving
effect to such cancellation is 219,959,434, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 8,183
$3.82
Series of
1969 500,000
$3.37
Series of
1987 901,251
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH: The
aggregate number of issued shares of the corporation after giving effect
to such cancellation is 123,557,532 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
118,148,098
Preference
Stock -
NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 8,183
$3.82
Series of
1969 500,000
$3.37
Series of
1987 901,251
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
SIXTH: After
giving effect to such cancellation, the amounts of the stated capital and
paid-in surplus of the corporation, computed in accordance with the
provisions of the District of Columbia Business Corporation Act, as
amended, are $388,619,798 and $1,004,683,941.72,
respectively.
DATED: December 16,
1994
POTOMAC
ELECTRIC POWER
COMPANY
By H.
L.
DAVIS
H.
Lowell
Davis
Vice
Chairman
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
M. T.
HOWARD
M. T.
Howard
Assistant Secretary
DISTRICT OF COLUMBIA,
ss.:
I, Indiana C. Shepp, a
Notary Public, do hereby certify that on this 16th day of
December, 1994, personally appeared before me H. Lowell Davis, who, being
by me first duly sworn, declared that he is Vice Chairman and Chief
Financial Officer of Potomac Electric Power Company, that he signed the
foregoing document as Vice Chairman and Chief Financial Officer of the
corporation, and that the statements therein contained are
true.
INDIANA C. SHEPP
Notary
Public, D. C.
[Notarial
Seal] My
commission expires: June 14, 1995
ARTICLES OF
AMENDMENT
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
13.1-652 of the Code of Virginia, as amended, the undersigned corporation
submits these Articles of
Amendment.
FIRST: The name of the
corporation is Potomac Electric Power
Company.
SECOND: The reduction in the number
of authorized shares of the corporation is 51,610, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible
Series
of
1966 661
$3.37
Series of
1987 50,949
THIRD: The
total number of authorized shares of the corporation remaining after
giving effect to such reduction is 219,959,434, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 8,183
$3.82
Series of
1969 500,000
$3.37
Series of
1987 901,251
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the number
of authorized shares was duly authorized by the Board of Directors on
December 15, 1994.
DATED: December 16,
1994
POTOMAC
ELECTRIC POWER
COMPANY
By H.
L.
DAVIS
H.
Lowell
Davis
Vice
Chairman
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
M. T.
HOWARD
M. T.
Howard
Assistant Secretary
DISTRICT
OF COLUMBIA
STATEMENT OF
CANCELLATION OF REDEEMABLE
SHARES
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
29-359 of Chapter 3 of Title 29 of the District of Columbia Code, 1981
Edition (Section 59 of the District of Columbia Business Corporation Act,
as amended), the undersigned corporation submits this statement of
cancellation, pursuant to the provisions of its articles of incorporation,
of redeemable shares of the corporation reacquired by it subsequent to the
close of business on December 12, 1994, and prior to the close of business
on December 14, 1995, through their conversion, in accordance with their
terms, into shares of its common stock, and through redemption subsequent
to the close of business on December 12, 1994, and prior to the close of
business on December 14, 1995 of 31,555 shares of Serial Preferred Stock,
$3.37 Series of
1987:
FIRST: The name of the
corporation is Potomac Electric Power
Company.
SECOND: The aggregate number
of shares which the corporation had authority to issue is 219,959,434
itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference Undesignated
as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 8,183
$3.82
Series of
1969 500,000
$3.37
Series of
1987 901,251
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
THIRD: The
number of shares of the corporation so cancelled is 33,212 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible
Series
of
1966 1,657
$3.37
Series of
1987 31,555
FOURTH: The
number of shares which the corporation has authority to issue after giving
effect to such cancellation is 219,926,222, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible
Series
of
1966 6,526
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH: The
aggregate number of issued shares of the corporation after giving effect
of such cancellation is 123,870,682 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
118,494,460
Preference
Stock -
NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 6,526
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
SIXTH: After
giving effect to such cancellation, the amounts of the stated capital and
paid-in surplus of the corporation, computed in accordance with the
provisions of the District of Columbia Business Corporation Act, as
amended, are $387,305,560 and $1,010,531,171.08,
respectively.
DATED: December 20,
1995
POTOMAC
ELECTRIC POWER
COMPANY
By H.
LOWELL
DAVIS
H.
Lowell
Davis
Vice
Chairman
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
ELLEN SHERIFF
ROGERS
Ellen Sheriff
Rogers
Assistant Secretary
DISTRICT OF
COLUMBIA, ss.:
I, Michelle
T. Brown, a Notary Public, do hereby certify that on this 20th
day of December, 1995, personally appeared before me H. Lowell Davis, who,
being by first duly sworn, declared that he is Vice Chairman and Chief
Financial Officer of Potomac Electric Power Company, that he signed the
foregoing document as Vice Chairman and Chief Financial Officer of the
corporation, and that the statements therein contained are
true.
MICHELLE
T.
BROWN
Notary
Public, D. C.
[Notarial
Seal] My
commission expires: 11-14-97
ARTICLES
OF AMENDMENT
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of
Section 13.1-652 of the Code of Virginia, as amended, the undersigned
corporation submits these Articles of
Amendment.
FIRST: The name of
the corporation is Potomac Electric Power
Company.
SECOND: The reduction in the
number of authorized shares of the corporation is 33,212, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 1,657
$3.37
Series of
1987 31,555
THIRD:
The total number of authorized shares of the corporation remaining after
giving effect to such reduction is 219,926,222, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 6,526
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the
number of authorized shares was duly authorized by the Board of Directors
on December 18, 1995.
DATED: December 20,
1995
POTOMAC
ELECTRIC POWER
COMPANY
By H.
L.
DAVIS
H.
Lowell
Davis
Vice
Chairman
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
ELLEN SHERIFF
ROGERS
Ellen Sheriff
Rogers
Assistant Secretary
DISTRICT
OF COLUMBIA
STATEMENT OF
CANCELLATION OF REDEEMABLE
SHARES
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section 29-359 of
Chapter 3 of Title 29 of the District of Columbia Code, 1981 Edition
(Section 59 of the District of Columbia Business Corporation Act, as
amended), the undersigned corporation submits this statement of
cancellation, pursuant to the provisions of its articles of incorporation,
of redeemable shares of the corporation reacquired by it subsequent to the
close of business on December 14, 1995, and prior to the close of business
on December 12, 1996, through their conversion, in accordance with their
terms, into shares of its common
stock:
FIRST: The name of the
corporation is Potomac Electric Power
Company.
SECOND: The aggregate number of
shares which the corporation had authority to issue is 219,926,222
itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference Undesignated
as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 6,526
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
THIRD: The
number of shares of the corporation so cancelled is 573 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 573
FOURTH: The
number of shares which the corporation has authority to issue after giving
effect to such cancellation is 219,925,649, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,953
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH: The
aggregate number of issued shares of the corporation after giving effect
of such cancellation is 123,875,670 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
118,500,021
Preference
Stock -
NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,953
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
SIXTH:
After giving effect to such cancellation, the amounts of the stated
capital and paid-in surplus of the corporation, computed in accordance
with the provisions of the District of Columbia Business Corporation Act,
as amended, are $387,282,471 and $1,010,424,927.80,
respectively.
DATED: December 17,
1996
POTOMAC
ELECTRIC POWER
COMPANY
By D.
R.
WRAASE
Dennis
R.
Wraase
Senior
Vice President
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
ELLEN SHERIFF
ROGERS
Ellen Sheriff
Rogers
Secretary
DISTRICT
OF COLUMBIA, ss.:
I, Lisa A. Poole, a Notary Public, do hereby
certify that on this 17th day of December, 1996, personally appeared
before me Dennis R. Wraase, who, being by me first duly sworn, declared
that he is Senior Vice President and Chief Financial Officer of Potomac
Electric Power Company, that he signed the foregoing document as Senior
Vice President and Chief Financial Officer of the corporation, and that
the statements therein contained are
true.
LISA
A.
POOLE
Notary
Public, D. C.
[Notarial
Seal] My
commission expires: 7-31-97
ARTICLES
OF AMENDMENT
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
13.1-652 of the Code of Virginia, as amended, the undersigned corporation
submits these Articles of
Amendment.
FIRST: The name of
the corporation is Potomac Electric Power Company.
SECOND:
The reduction in the number of authorized shares of the corporation is
573, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 573
THIRD: The
total number of authorized shares of the corporation remaining after
giving effect to such reduction is 219,925,649, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,953
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the
number of authorized shares was duly authorized by the Board of Directors
on December 16, 1996.
DATED: December 17,
1996
POTOMAC
ELECTRIC POWER
COMPANY
By D.
R.
WRAASE
Dennis
R.
Wraase
Senior
Vice President
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
ELLEN SHERIFF
ROGERS
Ellen Sheriff
Rogers
Secretary
DISTRICT
OF COLUMBIA
STATEMENT OF
CANCELLATION OF REDEEMABLE
SHARES
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
29-359 of Chapter 3 of Title 29 of the District of Columbia Code, 1981
Edition (Section 59 of the District of Columbia Business Corporation Act,
as amended), the undersigned corporation submits this statement of
cancellation, pursuant to the provisions of its articles of incorporation,
of redeemable shares of the corporation reacquired by it subsequent to the
close of business on December 12, 1996, and prior to the close of business
on December 11, 1997, through their conversion, in accordance with their
terms, into shares of its common stock, and through redemption subsequent
to the close of business on December 12, 1996, and prior to the close
of business on December 11, 1997 of 30,000 shares of Serial Preferred
Stock, $3.37 Series of
1987.
FIRST: The name of the
corporation is Potomac Electric Power
Company.
SECOND: The aggregate number
of shares which the corporation had authority to issue is 219,925,649
itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference Undesignated
as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,953
$3.82
Series of
1969 500,000
$3.37
Series of
1987 869,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
THIRD: The
number of shares of the corporation so cancelled is 30,148 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 148
$3.37
Series of
1987 30,000
FOURTH:
The number of shares which the corporation has authority to issue after
giving effect to such cancellation is 219,895,501, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,805
$3.82
Series of
1969 500,000
$3.37
Series of
1987 839,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH: The
aggregate number of issued shares of the corporation after giving effect
of such cancellation is 123,846,381 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
118,500,880
Preference
Stock -
NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,805
$3.82
Series of
1969 500,000
$3.37
Series of
1987 839,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
SIXTH: After
giving effect to such cancellation, the amounts of the stated capital and
paid-in surplus of the corporation, computed in accordance with the
provisions of the District of Columbia Business Corporation Act, as
amended, are $385,775,930 and $1,010,219,386.21,
respectively.
DATED: December 17,
1997
POTOMAC
ELECTRIC POWER
COMPANY
By D.
R.
WRAASE
Dennis
R.
Wraase
Senior
Vice President
and
Chief
Financial Officer
[Corporate
Seal]
Attest:
ELLEN SHERIFF
ROGERS
Ellen Sheriff
Rogers
Secretary
DISTRICT
OF COLUMBIA, ss.:
I, Loretta
S. Thompson, a Notary Public, do hereby certify that on this
17th day of December, 1997, personally appeared before me
Dennis R. Wraase, who, being by me first duly sworn, declared that he is
Senior Vice President and Chief Financial Officer of Potomac Electric
Power Company, that he signed the foregoing document as Senior Vice
President and Chief Financial Officer of the corporation, and that the
statements therein contained are
true.
LORETTA
S.
THOMPSON
Notary
Public, D. C.
[Notarial
Seal] My
commission expires: 12/31/2002
ARTICLES
OF AMENDMENT
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of
Section 13.1-652 of the Code of Virginia, as amended, the undersigned
corporation submits these Articles of
Amendment.
FIRST: The name of
the corporation is Potomac Electric Power
Company.
SECOND: The reduction in the
number of authorized shares of the corporation is 30,148, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 148
$3.37
Series of
1987 30,000
THIRD: The
total number of authorized shares of the corporation remaining after
giving effect to such reduction is 219,895,501, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,805
$3.82
Series of
1969 500,000
$3.37
Series of
1987 839,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the
number of authorized shares was duly authorized by the Board of Directors
on December 15, 1997.
DATED: December 17,
1997
[Corporate
Seal] POTOMAC
ELECTRIC POWER
COMPANY
Attest:
ELLEN SHERIFF
ROGERS By D.
R.
WRAASE
Ellen
Sheriff
Rogers Dennis
R.
Wraase
Secretary Senior
Vice President
and
Chief
Financial Officer
DISTRICT OF
COLUMBIA
STATEMENT OF
CANCELLATION OF REDEEMABLE
SHARES
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
29-359 of Chapter 3 of Title 29 of the District of Columbia Code, 1981
Edition (Section 59 of the District of Columbia Business Corporation Act,
as amended), the undersigned corporation submits this statement of
cancellation, pursuant to the provisions of its articles of incorporation,
of redeemable shares of the corporation reacquired by it subsequent to the
close of business on December 12, 1997, and prior to the close of business
on December 11, 1998, through their conversion, in accordance with their
terms, into shares of its common stock, and through redemption subsequent
to the close of business on December 12, 1997, and prior to the close
of business on December 11, 1998 of 1,278 shares of Serial Preferred
Stock, $2.44 Convertible Series of 1966, 500,000 shares of Serial
Preferred Stock, $3.82 Series of 1969, 839,696 shares of Serial Preferred
Stock, $3.37 Series of 1987 and 1,000,000 shares of Serial Preferred
Stock, $3.89 Series of
1991.
FIRST: The name of the
corporation is Potomac Electric Power
Company.
SECOND: The aggregate number
of shares which the corporation had authority to issue is 219,895,501
itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference Undesignated
as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$2.44
Convertible Series of
1966 5,805
$3.82
Series of
1969 500,000
$3.37
Series of
1987 839,696
Auction
Series
A 1,000,000
$3.89
Series of
1991 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
THIRD: The
number of shares of the corporation so cancelled is 2,345,501 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 5,805
$3.82
Series of
1969 500,000
$3.37
Series of
1987 839,696
$3.89
Series of
1991 1,000,000
FOURTH: The
number of shares which the corporation has authority to issue after giving
effect to such cancellation is 217,550,000, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
Auction
Series
A 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH:
The aggregate number of issued shares of the corporation after giving
effect of such cancellation is 121,527,287 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
118,527,287
Preference
Stock -
NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
Auction
Series
A 1,000,000
$3.40
Series of
1992 1,000,000
SIXTH: After
giving effect to such cancellation, the amounts of the stated capital and
paid-in surplus of the corporation, computed in accordance with the
provisions of the District of Columbia Business Corporation Act, as
amended, are $268,527,287 and $1,011,568,625.09,
respectively.
DATED: December 16, 1998
(Corporate
Seal) POTOMAC
ELECTRIC POWER
COMPANY
Attest:
ELLEN SHERIFF
ROGERS By D.
R.
WRAASE
Ellen
Sheriff
Rogers Dennis
R.
Wraase
Secretary Senior
Vice President
and
Chief
Financial Officer
DISTRICT OF COLUMBIA,
ss.:
I, Lisa A. Poole, a
Notary Public, do hereby certify that on this 16th day of
December, 1998 personally appeared before me Dennis R. Wraase, who, being
by me first duly sworn, declared that he is Senior Vice President and
Chief Financial Officer of Potomac Electric Power Company, that he signed
the foregoing document as Senior Vice President and Chief Financial
Officer of the corporation, and that the statements therein contained are
true.
LISA
A.
POOLE
Notary
Public, D. C.
[Notarial
Seal] My
commission expires: 7-31-02
ARTICLES
OF AMENDMENT
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of Section
13.1-652 of the Code of Virginia, as amended, the undersigned corporation
submits these Articles of
Amendment.
FIRST: The name of
the corporation is Potomac Electric Power
Company.
SECOND: The reduction in the
number of authorized shares of the corporation is 2,345,501, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock $2.44
Convertible Series of
1966 5,805
$3.82
Series of
1969 500,000
$3.37
Series of
1987 839,696
$3.89
Series of
1991 1,000,000
THIRD: The
total number of authorized shares of the corporation remaining after
giving effect to such reduction is 217,550,000, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
Auction
Series
A 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the
number of authorized shares was duly authorized by the Board of Directors
on December 14, 1998.
DATED: December 16,
1998
[Corporate
Seal] POTOMAC
ELECTRIC POWER COMPANY
Attest:
ELLEN
SHERIFF
ROGERS By D.
R.
WRAASE
Ellen
Sheriff
Rogers Dennis
R.
Wraase
Secretary Senior
Vice President
and
Chief
Financial Officer
DISTRICT OF COLUMBIA
STATEMENT
OF
CANCELLATION OF REDEEMABLE SHARES
OF
POTOMAC ELECTRIC POWER
COMPANY
Under the provisions of Section
29-359 of Chapter 3 of Title 29 of the District of Columbia Code, 1981
Edition (Section 59 of the District of Columbia Business Corporation Act,
as amended), the undersigned corporation submits this statement of
cancellation, pursuant to the provisions of its articles of incorporation,
of redeemable shares of the corporation reacquired by it through
redemption subsequent to the close of business on December 11, 1998, and
prior to the close of business on December 9, 1999, 1,000,000 shares of
Serial Preferred Stock, Auction Series
A.
FIRST: The name of the
corporation is Potomac Electric Power
Company.
SECOND: The aggregate number
of shares which the corporation had authority to issue is 217,550,000
itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference Undesignated
as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
Auction
Series
A 1,000,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
THIRD: The
number of shares of the corporation so cancelled is 1,000,000 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock Auction
Series
A 1,000,000
FOURTH: The
number of shares which the corporation has authority to issue after giving
effect to such cancellation is 216,550,000, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
FIFTH: The
aggregate number of issued shares of the corporation after giving effect
of such cancellation is 120,530,802 itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
118,530,802
Preference
Stock -
NONE
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$3.40
Series of
1992 1,000,000
SIXTH: After
giving effect to such cancellation, the amounts of the stated capital and
paid-in surplus of the corporation, computed in accordance with the
provisions of the District of Columbia Business Corporation Act, as
amended, are $218,530,802 and $1,012,481,924.19,
respectively.
DATED: December 14, 1999
(Corporate
Seal) POTOMAC
ELECTRIC POWER COMPANY
Attest:
ELLEN
SHERIFF
ROGERS D.
R.
WRAASE
Ellen
Sheriff
Rogers Dennis
R.
Wraase
Secretary Executive
Vice President
and
Chief
Financial Officer
DISTRICT OF COLUMBIA,
ss.:
I, Lisa A. Poole, a
Notary Public, do hereby certify that on this 14th day of
December, 1999 personally appeared before me Dennis R. Wraase, who, being
by me first duly sworn, declared that he is Executive Vice President and
Chief Financial Officer of Potomac Electric Power Company, that he signed
the foregoing document as Executive Vice President and Chief Financial
Officer of the corporation, and that the statements therein contained are
true.
LISA
A.
POOLE
Notary
Public, D. C.
[Notarial
Seal] My
commission expires: 7-31-02
ARTICLES
OF AMENDMENT
OF
POTOMAC ELECTRIC POWER COMPANY
Under the provisions of
Section 13.1-652 of the Code of Virginia, as amended, the undersigned
corporation submits these Articles of
Amendment.
FIRST: The name of
the corporation is Potomac Electric Power
Company.
SECOND: The reduction in the
number of authorized shares of the corporation is 1,000,000, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Serial
Preferred
Stock Auction
Series
A 1,000,000
THIRD: The
total number of authorized shares of the corporation remaining after
giving effect to such reduction is 216,550,000, itemized as
follows:
CLASS SERIES
NUMBER
OF SHARES
Common
Stock -
200,000,000
Preference
Stock Undesignated as to
series 8,800,000
Serial
Preferred
Stock $2.44
Series of
1957 300,000
$2.46
Series of
1958 300,000
$2.28
Series of
1965 400,000
$3.40
Series of
1992 1,000,000
Undesignated
as to
series 5,750,000
The
Articles of Incorporation prohibit the reissuance of acquired
shares.
FOURTH: The reduction in the number of
authorized shares was duly authorized by the Board of Directors on
December 13, 1999.
DATED: December 14,
1999
[Corporate
Seal] POTOMAC
ELECTRIC POWER COMPANY
Attest:
ELLEN
SHERIFF
ROGERS By: D.
R.
WRAASE
Ellen
Sheriff
Rogers Dennis
R.
Wraase
Secretary Executive
Vice President
and
Chief
Financial Officer