exv10w1



 





Exhibit 10.1




AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

EXELON CORPORATION




ARTICLE I.




     The name of the Corporation is Exelon Corporation (the “Corporation”).



ARTICLE II.




     The address of the Corporation’s registered office in the Commonwealth of Pennsylvania is 2301
Market Street, the City of Philadelphia, County of Philadelphia, 19103.



ARTICLE III.

PURPOSES




     The purpose or purposes for which the Corporation is incorporated are to engage in, and do any
lawful act concerning, any or all lawful business for
which corporations may be incorporated under the Business Corporation Law.



ARTICLE IV.

CAPITAL STOCK




     The aggregate number of shares which the Corporation shall have authority to issue is
2,100,000 shares, divided into 2,000,000 shares of Common Stock, without par value (hereinafter
called the “Common Stock”) and 100,000,000 shares of Preferred Stock, without par value
(hereinafter called the “Preferred 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
Preferred 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 Preferred Stock:



 









 





PART 1

PREFERRED STOCK

DIVISION A

GENERAL PROVISIONS




     Section 401. Vote Required to Increase Class or 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 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 PREFERRED STOCK

(Reserved)




PART 2

COMMON STOCK




     Section 421. 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 422. Dividend and Other Distribution Rights. Whenever full dividends or
other distributions on all series of the Preferred 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 423. 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 Preferred Stock of the full distributive amounts to which they are respectively entitled
pursuant to the terms of such Preferred Stock, shall be divided among and paid to the holders of
Common Stock according to their respective shares.



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PART 3

GENERAL




     Section 431. 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 432. Special Meeting of Shareholders. Except as otherwise provided by law or
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 call a special meeting of the shareholders.



     Section 433. Amendments to Terms of Preferred Stock. If and to the extent provided
by the express terms of any series of the Preferred 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, shall take effect upon
receipt of such governmental approval.



     Section 502. Annual Election of Directors.



     The board of directors of the Corporation shall not be classified in respect of the time for
which they shall hold office. Except as otherwise provided in the express terms of any class or
series of Preferred 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 Preferred Stock, from and after the 2008 annual meeting of the shareholders, the
directors of the Corporation shall be elected at each annual meeting of the



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shareholders for a one-year term expiring at the next annual meeting of the shareholders; provided
that any director who was elected prior to the 2008 annual meeting of the shareholders for a term
that extends until after the 2008 annual meeting of shareholders shall not be required to stand for
election, and shall continue as a director, until the annual meeting at which the director’s term
expires.



     Section 503. Number of Directors.



     The number of directors of the Corporation constituting the whole board shall be fixed solely
by resolution adopted by a majority of the total number of directors that the Corporation would
have if there were no vacancies on the board of directors, except as otherwise provided in the
express terms of any class or series of Preferred 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 Preferred 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.



          (a) A director 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, attorney’s fees and disbursements) for any action
taken, or any failure to take any action before, on or after the date of these Articles of
Incorporation, unless:




               (i) the director has breached or failed to perform the duties of his or her office under
Subchapter B of Chapter 17 of the Business
Corporation Law; and



               (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.



          (b) The provisions of paragraph (a) shall not apply to the
responsibility or liability of a director pursuant to any criminal statute, or the liability of a
director for the payment of taxes pursuant to local, State or Federal law.




          (c) No amendment or repeal of this Section 505 shall have any
effect on the liability or alleged liability of any director of the Corporation for or with respect
to any such act on the part of such director occurring prior to the effective date of such
amendment or repeal.




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     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.



     Section 507. Bylaws. Except as otherwise provided in the express terms of any
series of the shares of the Corporation, the bylaws and, except as
otherwise stated in this Section 507, bylaws made by the board of directors or
shareholders may be altered or repealed by the board of directors. The shareholders or the board
of directors may adopt new bylaws except that the board of directors may not adopt, alter or repeal
bylaws that the Business Corporation Law specifies may be adopted only by shareholders, and the
board of directors may not alter or repeal any bylaw adopted by the shareholders that
provides that it shall not be altered or repealed by the board of directors.



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 amended at the Annual Meeting of Shareholders on May 8, 2007





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