AMENDED & RESTATED ARTICLES OF INCORPORATION

                                          OF

                             UNISOURCE ENERGY CORPORATION

                             ----------------------------

 

 

               KNOW ALL MEN BY THESE PRESENTS:  That the incorporators,

          having associated themselves together for the purpose of forming

          a corporation under and by virtue of the laws of the State of

          Arizona did adopt Articles of Incorporation, which are restated

          as follows:

 

               FIRST:    The name of the Corporation shall be UniSource

          Energy Corporation.

 

               SECOND:   The address of the Corporation within the State of

          Arizona shall be 220 West 6th Street, Tucson, Arizona 85701, but

          the known place of business may be established and maintained in

          or outside of the State of Arizona at such places as the Board of

          Directors may designate.

 

               THIRD:    The purposes for which the Corporation is

          organized shall be the transaction of any or all lawful business

          for which corporations may be incorporated under Chapter 1 of

          Title 10, Arizona Revised Statutes.

 

               The character of business, which the Corporation initially

          intends actually to conduct in the State of Arizona, is the

          acquisition and holding of securities of other corporations.

 

               FOURTH:   The total number of shares of Capital Stock of all

          classes which the Corporation shall have authority to issue is

          Seventy-Six Million (76,000,000) shares, divided into:

 

                    One Million (1,000,000) shares of Preferred Stock

                    without par value; and

 

                    Seventy-Five Million (75,000,000) shares of Common

                    Stock without par value.

 

          PREFERRED STOCK

 

               The Board of Directors of the Corporation shall have the

          authority to divide the Preferred Stock into series and determine

          the designation, preferences, limitations and relative rights of

          the shares of each series so established, all to the extent and

          in the manner provided by law.

 

          COMMON STOCK

 

               Subject to the limitations, if any, specified with respect

          to the Preferred Stock, or any series thereof, dividends may be

          paid on shares of the Common Stock, out of any funds legally

          available therefor, when and as declared by the Board of

          Directors.

 

               Subject to the limitations, if any, specified with respect

          to the Preferred Stock, or any series thereof, in the event of

          any dissolution or other winding up of the Corporation, whether

          voluntary or involuntary, the assets of the Corporation available

          for payment and distribution to shareholders shall be distributed

          ratably in accordance with their holdings to the holders of

          shares of the Common Stock.

 

               All voting power shall vest exclusively as the holders of

          shares of the Common Stock, except as any statute of the State of

          Arizona shall expressly provide to the contrary, and except as

          and to the extent otherwise specified with respect to the

          Preferred Stock, or any series thereof, and each holder of the

          Common Stock shall, in the election of directors and upon each

          other matter coming before any meeting of shareholders, be

          entitled to one vote for each share of such stock standing in the

          name of such holder on the books of the Corporation.

 

          GENERAL PROVISIONS

 

               The Corporation may, subject to such limitations, if any, as

          may be specified with respect to the Preferred Stock, or any

          series thereof, amend these Articles of Incorporation from time

          to time, in as many respects as may be desired and as now or

          hereafter permitted by law.  The rights conferred upon

          shareholders in these Articles of Incorporation are granted

          subject to the foregoing right to amend.

 

               A statutory merger of the Corporation shall not be deemed to

          be a dissolution or other winding up of the Corporation within

          the meaning of any provision of these Articles of Incorporation.

 

               In consideration of the issuance by the Corporation of

          shares of the Capital Stock of the Corporation, each and every

          present and future holder of shares of the Capital Stock of the

          Corporation shall be conclusively deemed, by acquiring or holding

          such shares, to have expressly consented to all and singular the

          terms and provisions of these Articles of Incorporation and to

          have agreed, among other things, that the voting rights of such

          holder shall be as set forth in, or determined pursuant to, this

          Article.

 

               FIFTH:    The period of duration of the Corporation shall be

          perpetual.

 

               SIXTH:    (A) The corporate powers of the Corporation shall

          be exercised by or under the authority of, and the business and

          affairs of the Corporation shall be managed under the direction

          of, a Board of Directors consisting of a number of persons, not

          less than eight nor more than fifteen, as fixed or changed from

          time to time by the Board of Directors.  Directors shall receive

          reasonable compensation for the services, which they perform.

          Directors shall be elected annually by the shareholders at the

          annual meeting of shareholders and when so elected shall serve

          until the next annual meeting of shareholders or until their

          successors have been duly elected and qualified.

 

               Any action required or permitted by these Articles of

          Incorporation to be taken by the Board of Directors of the

          Corporation may be taken by a duly authorized committee of the

          Board of Directors, except as otherwise required by law.

 

                         (B)  No director of the Corporation shall be

          personally liable to the Corporation or its shareholders for

          money damages for any action taken or any failure to take any

          action as a Director; provided, however, that nothing herein

          shall be deemed to eliminate or limit any liability which may not

          be so eliminated or limited under the laws of the State of

          Arizona, as in effect at the effective date of this paragraph (B)

          of Article SIXTH or as thereafter amended.  No amendment,

          modification or repeal of this paragraph (B) shall eliminate or

          limit the protection afforded by this paragraph (B) to a director

          with respect to any act or omission occurring before the

          effective date thereof.

 

                         (C)  (1)  The Corporation shall, to the maximum

          extent permitted by applicable law, as from time to time in

          effect, indemnify any individual who is or was a party to or

          otherwise involved in (or threatened to be made a party to or

          otherwise involved in) any Proceeding (as hereinafter defined)

          because such individual is or was a director or officer of the

          Corporation, or, while a director or officer of the Corporation,

          is or was serving at the request of the Corporation as a

          director, officer, partner, trustee, employee or agent of another

          foreign or domestic corporation, partnership, joint venture,

          trust, employee benefit plan or other enterprise, against all

          Liability (as hereinafter defined) incurred by such individual in

          connection with such Proceeding.

 

               As used in this paragraph (C) of Article SIXTH, (a) the term

          "Expenses" includes attorneys' fees and all other costs and

          expenses reasonably related to a Proceeding; (b) the term

          "Liability" means the obligation to pay a judgment, settlement,

          penalty or fine (including any excise tax assessed with respect

          to an employee benefit plan) and reasonable Expenses incurred

          with respect to a Proceeding, and includes without limitation

          obligations and Expenses that have not yet been paid but that

          have been or may be incurred; and (c) the term "Proceeding" means

          any threatened, pending or completed action, suit or proceeding,

          whether civil, criminal, administrative or investigative and

          whether formal or informal, including without limitation any

          action, suit or proceeding by or in the right of the Corporation

          and including, further, any appeal in connection with any such

          action, suit or proceeding.

 

                              (2)  The Corporation shall, to the maximum

          extent permitted by applicable law, pay any Expenses incurred by

          a director or officer of the Corporation in defending any such

          Proceeding in advance of the final disposition thereof upon

          receipt of any undertaking by or on behalf of such individual to

          repay such advances if it is ultimately determined that such

          individual did not meet any standard of conduct prescribed by

          applicable law and upon the satisfaction of such other conditions

          as may be imposed by applicable law.

 

                              (3)  The Corporation, by resolution of the

          Board of Directors, may extend the benefits of this paragraph (C)

          of Article SIXTH to employees and agents of the Corporation (each

          individual entitled to benefits under this paragraph (C) being

          hereinafter sometimes called an "Indemnified Person").

 

                              (4)  All rights to indemnification and to the

          advancement of expenses granted under or pursuant to this

          paragraph (C) shall be deemed to arise out of a contract between

          the Corporation and each person who is an Indemnified Person at

          any time while this paragraph (C) is in effect and may be

          evidenced by a separate contract between the Corporation and each

          Indemnified Person; and such rights shall be effective in respect

          of all Proceedings commenced after the effective date of this

          paragraph (C), whether arising from acts or omissions occurring

          before or after such date.  No amendment, modification or repeal

          of this Article shall affect any rights or obligations

          theretofore existing.

 

                              (5)  The Corporation may purchase and

          maintain insurance on behalf of, or insure or cause to be

          insured, any individual who is an Indemnified Person against any

          Liability asserted against or incurred by him in any capacity in

          respect of which he is an Indemnified Person, or arising out of

          his status in such capacity, whether or not the Corporation would

          have the power to indemnify him against such liability under this

          Article.  The Corporation's indemnity of any individual who is an

          Indemnified Person shall be reduced by any amounts such

          individual may collect with respect to such liability (a) under

          any policy of insurance purchased and maintained on his behalf by

          the Corporation or (b) from any other entity or enterprise served

          by such individual.

 

                              (6)  The rights to indemnification and to the

          advancement of Expenses and all other benefits provided by, or

          granted pursuant to, this Article shall continue as to a person

          who has ceased to serve in the capacity in respect of which such

          person was an Indemnified Person and shall inure to the benefit

          of the heirs, executors and administrators of such person.

 

                              (7)  The Board of Directors shall have the

          power and authority to make, alter, amend and repeal such

          procedural rules and regulations relating to indemnification and

          the advancement of Expenses as it, in its discretion, may deem

          necessary or expedient in order to carry out the purposes of this

          Article, such rules and regulations, if any, to be set forth in

          the Bylaws of the Corporation or in a resolution of the Board of

          Directors.

 

               SEVENTH:  The name and address of each incorporator were as

          follows:

 

                         Name                          Address

                         ----                          -------

 

                    Joseph Mirrione               225 West 34th Street

                                                  Suite 2110

                                                  New York, New York  10122

 

                    Oriel Thomas                  225 West 34th Street

                                                  Suite 2110

                                                  New York, New York  10122

 

               EIGHTH:   The name and street address of the Corporation's

          statutory agent are as follows:

 

                         Name                          Address

                         ----                          -------

 

                    Dennis R. Nelson              220 West 6th Street

                                                  Tucson, Arizona  85702

 

               IN WITNESS WHEREOF, the undersigned, UniSource Energy

          Corporation, an Arizona corporation, has executed the foregoing

          Restated Articles of Incorporation of UniSource Energy

          Corporation by its President, Charles E. Bayless, and by its

          Secretary, Dennis R. Nelson, whose signatures are acknowledged as

          hereinafter set forth, and said Corporation by said officers

          hereby states that the foregoing Restated Articles of

          Incorporation set forth all of the operative provisions of the

          Articles of Incorporation of UniSource Energy Corporation as

          heretofore amended and that the Restated Articles of

          Incorporation correctly set for the without change the provisions

          of the Articles of Incorporation as heretofore amended and that

          the Restated Articles of Incoporation supersede the original

          Articles of Incorporation and all amendments thereto, and said

          officers further state that said Restated Articles of

          Incorporation were heretofore duly adopted by the Board of

          Directors of the Corporation.

 

                                        UNISOURCE ENERGY CORPORATION

 

 

                                        By:  /s/ Charles E. Bayless

                                             ------------------------------

                                             Charles E. Bayless

                                        Its: President

 

 

                                        By:  /s/ Denniss R. Nelson

                                             ------------------------------

                                             Dennis R. Nelson

                                        Its: Secretary, and Statutory Agent

 

 

          <PAGE>

 

 

          STATE OF ARIZONA    )

                              )    ss. Tucson

          COUNTY OF PIMA      )

 

               Charles E. Bayless and Dennis R. Nelson, President and

          Secretary of UniSource Energy Corporation, an Arizona

          corporation, on behalf of the corporation, acknowledged the

          foregoing instrument before me this 20th day of January 1998.

 

 

                                                 /s/ Diana Durako

                                             --------------------------

                                                  Notary Public

 

 

          My Commission Expires:

 

               9-25-98

 

ARTICLES OF AMENDMENT
OF
TUCSON ELECTRIC POWER COMPANY

1.

 

The Name of the corporation is Tucson Electric Power Company.

 

2.

 

Attached hereto as Exhibit A is the text of each amendment adopted.

 

3.

 

The amendment does not provide for an exchange, reclassification or cancellation of issued shares.

 

4.

 

The amendment was adopted on the 31st day of August, 2009.

 

5.

 

The amendment was approved by the shareholders. There is one voting group eligible to vote on the amendment. The designation of the voting group entitled to vote on the amendment, the number of votes in such group, the number of votes represented at the meeting at which the amendment was approved and adopted and the votes cast for and against the amendment were as follows:

 

 

 

The voting group consisting of 35,759,240 outstanding shares of Common Stock is entitled to 35,759,240 votes. There were 35,759,240 votes present at the meeting. The voting group cast 35,759,240 votes for and 0 votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

Dated as of this 31st day of August, 2009.

 

 

 

 

 

 

TUCSON ELECTRIC POWER COMPANY
 

 

 

By:  

 

 

 

 

Paul J. Bonavia, President 

 

 

 

 

 

By:  

 

 

 

 

Linda H. Kennedy, 

 

 

 

Corporate Secretary 

 

 

 


 

 

 

 

 

 

 

 

STATE OF ARIZONA

 

 

)

 

 

 

 

 

 

)

 

 

ss. Tucson

COUNTY OF PIMA

 

 

)

 

 

 

The foregoing instrument was acknowledged before me this 31st day of August, 2009, by Paul J. Bonavia and Linda H. Kennedy, President and Corporate Secretary, respectively, of Tucson Electric Power Company, an Arizona Corporation, on behalf of the corporation.

 

 

 

 

 

 

 

 

Notary Public

 

 

 

 


 

Exhibit A

TUCSON ELECTRIC POWER COMPANY

AMENDMENT TO ARTICLE SEVENTH OF THE
RESTATED ARTICLES OF INCORPORATION, AS AMENDED

Paragraph (A) of Article Seventh of the Restated Articles of Incorporation, as amended, is hereby deleted in its entirety and replaced with the following:

SEVENTH: (A) The affairs of the Corporation shall be conducted by a Board of Directors consisting of a number of persons, not less than one (1) nor more than five (5), specified by the Board of Directors in the Bylaws of the Corporation. Directors shall receive reasonable compensation for the services which they perform. Directors shall be elected annually by the shareholders at the annual meeting of shareholders and when so elected shall serve until the next annual meeting of shareholders or until their successors have been duly elected and qualified.

 

 

[As filed: 03-01-2011]