<PAGE>



                                                           Exhibit (3)(i)

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             TXU US HOLDINGS COMPANY

         Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, TXU US Holdings Company, a Texas corporation, adopts the
following Amended and Restated Articles of Incorporation which accurately copy
the Articles of Incorporation and all amendments thereto that are in effect to
date and as further amended by such Amended and Restated Articles of
Incorporation as hereinafter set forth and which contain no other change in any
provision thereof.

         ARTICLE I.    The name of the Corporation is TXU US Holdings Company.

         ARTICLE II.   The Articles of Incorporation of the Corporation are
amended by the Restated Articles of Incorporation as follows:

         The amendment alters or changes Articles VI and VIII of the original or
amended Restated Articles of Incorporation to provide, among other things, for a
new class of common stock without amendment or alteration of any of the rights,
privileges or powers of the corporation's existing preferred stock, by deleting
the provisions of each such Article and substituting therefor the provisions set
forth in Articles VI and VIII, respectively, set forth in Annex "I" attached
hereto and incorporated herein. The full text of each provision so altered is
set forth in Annex "I" attached hereto and incorporated herein.

         ARTICLE III. The designation and number of outstanding shares of each
class or series entitled to vote thereon as a class were as follows:

   Class or Series        Number of Shares Outstanding and Entitled to Vote as a
   ---------------        ------------------------------------------------------
                                                 Class
     Common                                   41,255,362


         The Amended and Restated Articles of Incorporation as so amended were
adopted by the sole shareholder of the Corporation by unanimous written consent
pursuant to Article 9.10 as of August 6, 2003, and no written notice was
required to be given pursuant to Article 9.10. The number of shares of each
class or series entitled to vote as a class or series that were voted for or
against such amendments were as follows:

   Class or Series                   Number of Shares Voted
   ---------------                   ----------------------
                                For                            Against
                                ---                            -------
     Common                 41,255,362                             0


<PAGE>


         ARTICLE IV.     The 41,255,362 issued shares of Common Stock of the
Corporation shall, as of the effective date and time of these Amended and
Restated Articles of Incorporation be reclassified as follows:

         2,062,768 shares shall be reclassified as Class A Common Stock, without
par value.

         39,192,594 shares shall be reclassified as Class B Common Stock,
without par value.

         ARTICLE V. The Articles of Incorporation and all amendments and
supplements thereto are hereby superseded by the Amended and Restated Articles
of Incorporation set forth in Annex "I" attached hereto and incorporated herein
for all purposes, which accurately copy the entire text thereof and as amended
as above set forth.

         ARTICLE VI.    These Amended and Restated Articles of Incorporation
shall become effective at 11:45 p.m. on August 31, 2003.

                                               TXU US HOLDINGS COMPANY


                                   By:          /s/ John Stephens
                                         ---------------------------------
                                               An Authorized Officer



                                      2
<PAGE>

                                                                       ANNEX I



                   AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                             TXU US HOLDINGS COMPANY


                                    ARTICLE I

         The name of the Corporation is TXU US Holdings Company.

                                   ARTICLE II

         The purposes for which the Corporation is organized are the production,
generation, manufacture, purchase, transportation, transmission, distribution,
supply and sale to the public of electric current and power, gas, steam, and any
other form or source of light, heat, energy or power, and the transaction
otherwise of any and all lawful business for which corporations may be
incorporated in the State of Texas.

                                   ARTICLE III

         The post office address of the registered office of the Corporation is
Energy Plaza, 1601 Bryan Street, 43rd Floor, Dallas, Texas, 75201-3411, and the
name of its registered agent at such address is TXU Business Services (Office of
the Corporate Secretary).

                                   ARTICLE IV

         The period of duration of the Corporation is perpetual.

                                    ARTICLE V

         The number of directors of the Corporation shall be fixed from time to
time as provided for in the Bylaws and shall be one or more.

         The number of directors constituting the current Board of Directors of
the Corporation is four (4), and the names and addresses of the persons serving
as directors are as follows:



    Name                         Address
    H. Dan Farell                Energy Plaza, 1601 Bryan Street Dallas, Texas
                                 75201-3411
    Michael J. McNally           Energy Plaza, 1601 Bryan Street Dallas, Texas
                                 75201-3411
    Erle A. Nye                  Energy Plaza, 1601 Bryan Street Dallas, Texas
                                 75201-3411
    Eric H. Peterson             Energy Plaza, 1601 Bryan Street Dallas, Texas
                                 75201-3411


                                       A-1
<PAGE>


                                   ARTICLE VI

         The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is 197,000,000 shares, of which 17,000,000 shares
are classified as Preferred Stock, without par value, 9,000,000 shares are
classified as Class A Common Stock, without par value (Class A Common Stock),
and 171,000,000 shares are classified as Class B Common Stock, without par value
(Class B Common Stock, and, together with the Class A Common Stock, the Common
Stock).

         The descriptions of the different classes of capital stock of the
Corporation, and the preferences, designations, relative rights, privileges,
powers, restrictions, limitations and qualifications of said classes of capital
stock, are as follows:

                          Division A --Preferred Stock

         1. Series and Limits of Variations between Series. Subject to the
provisions of Division B of this Article VI which describe certain terms,
characteristics and relative rights and preferences of various series of
Preferred Stock which will be issuable at such time as the Board of Directors of
the Corporation shall provide (which provisions, however, shall not continue
effective as to any shares which are redeemed or purchased and thereby restored
to the status of authorized but unissued shares of Preferred Stock without
designation), the Preferred Stock may be divided into and issued in one or more
series from time to time as herein provided, each series to be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The authorized number of shares of any such series, the designation of
such series, and the terms, characteristics and relative rights and preferences
thereof (in those respects in which the shares of one series may vary from the
shares of other series as herein provided) shall be established at any time
prior to the issuance thereof by resolution or resolutions of the Board of
Directors of the Corporation. The Preferred Stock of all series shall be of the
same class and of equal rank and shall be identical in all respects, except that
there may be variations in the following particulars:

         (a) The rate or rates at which dividends are to accrue on the shares of
such series, hereinafter referred to as the "authorized dividend rate";

         (b) The terms and conditions upon which the shares of such series may
be redeemed, and the amount payable in respect to the shares of such series in
case of the redemption thereof at the option of the Corporation (the amount or
amounts so established being hereinafter referred to as the "authorized
redemption price"), and the amount payable in respect of the shares of such
series in case of the redemption thereof for any sinking fund of such series,
which amounts in respect of any series may, but need not, vary according to the
time or circumstances of such action or otherwise;

                                       A-2
<PAGE>

         (c) The amount payable in respect of the shares of such series in case
of liquidation, dissolution or winding up of the Corporation (the amount or
amounts so established being hereinafter referred to as the "authorized
liquidation price"), and the amount payable, if any, in addition to the
authorized liquidation price for each series, in case such liquidation,
dissolution or winding up be voluntary (the amount or amounts so established
being hereinafter referred to as the "authorized liquidation premium"), which
amounts in respect of any series may, but need not, vary according to the time
or circumstances of such action or otherwise;

         (d) Any requirement as to any sinking fund or purchase fund for, or the
redemption, purchase or other retirement by the Corporation of, the shares of
such series;

         (e) The right, if any, to exchange or convert the shares of such series
into shares of any other series of the Preferred Stock or, to the extent
permitted by law, into securities of the Corporation or any other corporation or
other entity, and the rate or basis, time, manner and conditions of exchange or
conversion or the method by which the same shall be determined; and

         (f) The voting rights, if any, of shares of such series.

         2. Dividends. Out of the assets of the Corporation legally available
for dividends, the holders of the Preferred Stock of each series shall be
entitled, in preference to the holders of the Common Stock, to receive, but only
when and as declared payable by the Board of Directors, dividends at the
authorized dividend rate for such series, and no more, payable quarterly on
February 1, May 1, August 1, and November 1 in each year, or otherwise as the
Board of Directors may determine or as set forth herein with respect to any
particular series of Preferred Stock, to shareholders of record as of a date not
exceeding fifty (50) days nor less than ten (10) days preceding such dividend
payment dates, and such dividends on the Preferred Stock shall be cumulative, so
that, if in any past dividend period or periods full dividends upon each series
of the outstanding Preferred Stock at the authorized dividend rate or rates
therefor shall not have been paid, the deficiency (without interest) shall be
paid or declared and set apart for payment before any dividends shall be paid
upon or set apart for the Common Stock (other than a dividend payable in Common
Stock of the Corporation). Dividends on all shares of the Preferred Stock of
each series shall commence to accrue and be cumulative from a date established
by or upon authority of the Board of Directors. Any dividends paid on the
Preferred Stock in an amount less than full cumulative dividends accrued or in
arrears upon all Preferred Stock outstanding shall, if more than one series be
outstanding, be divided between the different series in proportion to the
aggregate amounts which would be distributable to the Preferred Stock of each
series if full cumulative dividends were declared and paid thereon.

                                       A-3
<PAGE>

         3. Preference on Liquidation. In the event of any liquidation,
dissolution, or winding up of the Corporation, the holders of the Preferred
Stock of each series shall have a preference over the holders of the Common
Stock until the authorized liquidation price per share for such series, plus, in
case such liquidation, dissolution or winding up shall have been voluntary, the
authorized liquidation premium per share for such series, if any, together in
all cases with unpaid accumulated dividends, if any, shall have been paid or
distributed or declared and set apart for payment or distribution, but the
holders of the Preferred Stock shall be entitled to no further participation in
any such distribution. If upon any such liquidation, dissolution or winding up,
the assets distributable among the holders of the Preferred Stock shall be
insufficient to permit the payment of the full preferential amounts aforesaid,
then said assets shall be distributed among the holders of each series of the
Preferred Stock then outstanding, ratably in proportion to the full preferential
amounts to which they are respectively entitled. Nothing in this Section 3 shall
be deemed to prevent the purchase or redemption of Preferred Stock in any manner
permitted by Section 4 of this Division A, nor shall anything in this Section 3
be deemed to prevent the purchase or redemption by the Corporation of shares of
its Common Stock. No such purchase or redemption shall be deemed to be a
liquidation, dissolution, or winding up of the Corporation or a distribution of
assets to its Common Shareholders within the meaning of this Section 3 whether
or not shares of Common Stock so redeemed or purchased shall be retired, nor
shall a consolidation or merger of the Corporation or a sale or transfer of all
or substantially all of its assets as an entirety be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
3.

         4. Redemption and Repurchase. The Corporation may at any time or from
time to time, by resolution of the Board of Directors, redeem all or any part of
the Preferred Stock, or of any series thereof, by paying in cash the authorized
redemption price applicable thereto plus the amount of unpaid accumulated
dividends, if any, to the date of such redemption. If less than all the shares
of one series of Preferred Stock is to be redeemed, the shares to be redeemed
shall be selected ratably or by lot, in such manner as may be prescribed by
resolution of the Board of Directors. Notice of such redemption shall be mailed
to each holder of redeemable shares being called, not less than twenty (20) nor
more than sixty (60) days before the date fixed for redemption, at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid. Such notice of redemption of such shares shall set forth the
series or part thereof to be redeemed, the date fixed for redemption, the
redemption price, and the place at which the shareholders may obtain payment of
the redemption price upon surrender of their respective share certificates. The
Corporation may at any time revoke or rescind its decision to redeem preferred
stock subsequent to giving notice to the preferred shareholders but prior to the
redemption date so long as the Company shall not have deposited with the bank or
trust company and/or irrevocably directed the bank or trust company to apply,
from moneys held by it available to be used for the redemption of shares, an
amount in cash sufficient to redeem all of the shares. From and after the date
fixed in any such notice as the date of redemption, unless default shall be made
by the Corporation in providing funds sufficient for such redemption at the time
and place specified for the payment thereof pursuant to said notice or the
Corporation revokes its decision to redeem the preferred stock prior to the
redemption date, all dividends on the shares so redeemed shall cease to accrue,
and all rights of the holders of such shares as shareholders of the Corporation
except only the right to receive the redemption funds to which they are
entitled, shall cease and determine.

                                       A-4
<PAGE>

         The Corporation may, on or prior to the date fixed for any redemption,
deposit with any bank or trust company, or any entity duly appointed and acting
as a transfer agent of the Corporation, as a trust fund, a sum sufficient to
redeem shares called for redemption, with irrevocable instructions and authority
to such bank or trust company to give or complete the notice of redemption
thereof and to pay, on or after the date fixed for such redemption, to the
respective holders of shares, as evidenced by a list of holders of such shares
certified by an officer of the Corporation, the redemption price upon the
surrender of their respective share certificates, in the case of certificated
shares. Thereafter, from and after the date fixed for redemption such shares
shall be deemed to be redeemed and dividends thereon shall cease to accrue after
such date fixed for redemption. Such deposit shall be deemed to constitute full
payment of such shares to their holders. From and after the date such deposit is
made and such instruction given, such shares shall no longer be deemed to be
outstanding, and the holders thereof shall cease to be shareholders with respect
to such shares, and shall have no rights with respect thereto except the right
to receive from the bank or trust company payment of the redemption price of
such shares, without interest, upon the surrender of their respective
certificates therefor, and any right to convert such shares which may exist. In
case the holders of such shares shall not, within six (6) years after such
deposit, claim the amount deposited for redemption thereof, such bank or trust
company shall upon demand pay over to the Corporation the balance of such amount
so deposited to be held in trust and such bank or trust company shall thereupon
be relieved of all responsibility to the holders thereof, and any interest
accrued thereon shall be paid over to the Corporation and become its property.

         Nothing in this Section 4 contained shall limit the right of the
Corporation to purchase or otherwise acquire shares of the Preferred Stock to
the extent permitted by law.

         Shares of Preferred Stock of the Corporation redeemed or purchased by
the Corporation shall be restored to the status of authorized but unissued
shares of Preferred Stock without designation, and may from time to time be
reissued as provided in Section 1 of this Division A. All such redemptions and
purchases of Preferred Stock of the Corporation shall be effected in accordance
with the laws of the State of Texas governing redemption or purchase of
redeemable shares.

         5. Voting Rights. Except for those purposes only for which the right to
vote is expressly conferred in this Article VI upon holders of the Preferred
Stock, no holders of the Preferred Stock shall be entitled to notice of or to
vote at any meeting of shareholders of the Corporation or at any election of the
Corporation or the shareholders thereof.

         If and when dividends payable on any of the Preferred Stock shall be in
default in an amount equal to six full quarterly payments or more per share, and
thereafter until all dividends on any of the Preferred Stock in default shall
have been paid, the holders of all of the Preferred Stock, voting as a class in
contradistinction to the Common Stock as a 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, voting separately as a
class, shall be entitled to elect the remaining directors of the Corporation.
The terms of office as directors 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, except that if the
holders of the Common Stock shall not have elected the remaining directors of
the Corporation then, and only in that event, the directors of the Corporation
in office just prior to the election of a majority of the Board of Directors by
the holders of the Preferred Stock shall elect the remaining directors to the
Corporation. Thereafter, while such default continues and the majority of the
Board is being elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or whether originally or
later elected by holders of the Common Stock, shall continue in office until
their successors are elected by holders of the Common Stock and shall qualify.
The term of office of the directors so elected by the holders of the Preferred
Stock, voting separately as a class, and of the directors elected by the holders
of the Common Stock, voting separately as a class, or elected by directors, as
aforesaid, shall be until the next annual meeting of shareholders or until the
privilege of the holders of the Preferred Stock to elect directors shall
terminate as hereinafter provided, whichever shall be the earlier date and until
their successors shall have been elected and shall have qualified.

                                       A-5
<PAGE>

         If and when all dividends then in default on all of the Preferred Stock
shall be paid (such dividends to be declared and paid out of any funds legally
available therefor as soon as reasonably practicable), the holders of the
Preferred Stock shall be divested of any privilege with respect to the election
of directors which is conferred upon the holders of such Preferred Stock under
this Section 5, and the voting power of the holders of the Preferred Stock and
the holders of the Common Stock shall revert to the status existing before the
first dividend payment date on which dividends on any of the Preferred Stock
were not paid in full, but always subject to the same provisions for vesting
such privilege in the holders of the Preferred Stock in case of further like
default or defaults in the payment of dividends thereon. Upon termination of any
such voting privilege upon payment of all accumulated and defaulted dividends on
the Preferred Stock, the terms of office of all persons who have been elected
directors of the Corporation by vote of the holders of the Preferred Stock as a
class, pursuant to such voting privilege, shall forthwith terminate, and the
resulting vacancies shall be filled by the vote of a majority of the remaining
directors.

         In case of any vacancy in the office of a director occurring among the
directors elected by the holders of the Preferred Stock, voting as a class, the
remaining directors elected by the holders of the Preferred Stock, 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 or terms of the director or directors whose place or places shall
be vacant. In case of any vacancy in the office of a director occurring among
the directors elected by the holders of the Common Stock, voting separately as a
class, or elected by directors, as aforesaid, the remaining directors so
elected, 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 or terms of the director or directors whose place or
places shall be vacant.

         Whenever dividends on the Preferred Stock shall be in default, as
provided in this Section 5, it shall be the duty of the officers of the
Corporation, or in the event of their failure to do so within twenty (20) days
of such default, the privilege is granted any holder of Preferred Stock who
shall first demand the right so to do by written notice to the Corporation,
forthwith to cause notice to be given to the holders of the Preferred Stock and
to the holders of the Common Stock of a meeting to be held at such time as the
Corporation's officers, or such holder of Preferred Stock, as the case may be,
may fix, not less than ten (10) nor more than sixty (60) days after the accrual
of such privilege, for the purpose of electing directors. Each holder of record
of Preferred Stock, or his legal representative, shall be entitled at such
meeting to one vote for each share of Preferred Stock standing in his name on
the books of the Corporation. At each meeting of shareholders held for such
purpose, the presence in person or by proxy of the holders of a majority of the
Common Stock shall be required to constitute a quorum of the Common Stock for

                                       A-6
<PAGE>

the election of directors, and the presence in person or by proxy of the holders
of a majority of the Preferred Stock shall be required to constitute a quorum of
the Preferred Stock for the election of directors; provided, however, that the
absence of a quorum of the holders of stock of either the Preferred Stock or the
Common Stock shall not prevent the election at any such meeting or adjournment
thereof of directors by such other class, if the necessary quorum of the holders
of stock of such other class is present in person or by proxy at such meeting or
any adjournment thereof and provided, that in the event a quorum of the holders
of the Common Stock is present but a quorum of the holders of the Preferred
Stock is not present, then the directors so elected by the holders of the Common
Stock shall not assume their offices and duties but the directors in office
immediately prior thereto shall remain in office until the holders of the
Preferred Stock, with a quorum present, shall have elected the directors they
shall be entitled to elect; and provided, further, that in the absence of a
quorum of holders of stock of either class, a majority of the holders of the
stock of the class which lacks a quorum who are present in person or by proxy,
shall have power to adjourn the election of the directors to be elected by such
class from time to time without notice other than announcement at the meeting,
until the requisite quorum of holders of such class 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 the notice of the next annual meeting of shareholders of the
Corporation or special meeting in lieu thereof.

         6.       Restrictions on Certain Corporate Action

                  (a) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent (given by vote at a
meeting called for that purpose) of the holders of at least a majority of the
total number of shares of the Preferred Stock then outstanding.

                           (1) Create or authorize any new stock ranking prior
to the Preferred Stock as to
dividends or in liquidation, dissolution, winding up or distribution, or create
or authorize any security convertible into shares of any such stock, or

                           (2) Amend, alter, change or repeal any of the express
terms of the Preferred Stock then outstanding in a manner substantially
prejudicial to the holders thereof, provided however, that if such amendment,
alteration, or change affects less than all series of Preferred Stock, only the
consent of the holders of a majority of the aggregate of the series so affected
shall be required.

                  (b) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent (given by vote at a
meeting called for that purpose) of the holders of a majority of the total
number of shares of the Preferred Stock, considered as one class, then
outstanding:

                           (1) Create or assume any unsecured indebtedness
maturing more than one year after
the date of its creation or assumption unless and until the Corporation's net
earnings available for the payment of interest (gross operating revenues plus
other income, minus operating expenses, including depreciation expense and
taxes, other than income, profits, and other taxes, measured by, or dependent
on, income) as determined by generally accepted accounting practices and as
stated on the books of account of the Corporation for a period of twelve
consecutive calendar months ending not more than three months prior to the
beginning of the calendar month in which such indebtedness shall be created or

                                       A-7
<PAGE>

assumed, shall have been at least twice the interest charges (using, for the
purpose of this computation with respect to indebtedness with interest rates
that are not fixed, the interest rate in effect at the end of such twelve month
period) on all outstanding indebtedness created or assumed by the Corporation
and payable more than one year from the date of such creation or assumption,
including the interest charges on the indebtedness so to be created or assumed
(using, for the purpose of this computation, the interest rate in effect at the
time of incurrence or assumption of such indebtedness); provided that the
requirements of this subparagraph (1) shall not apply to indebtedness created or
assumed to refund any payment, replacement, retirement, acquisition, purchase,
exchange, redemption, surrender or otherwise all outstanding shares of the
Preferred Stock or any indebtedness outstanding at any time and maturing more
than one year after the date of creation or assumption of such refunded
indebtedness; or

                           (2) Issue, sell or dispose of any shares of the
Preferred Stock in addition to the shares of Preferred Stock outstanding, or of
any other class of stock ranking prior to, or on a parity with, the Preferred
Stock as to dividends or distributions, unless the net income of the
Corporation, determined after provisions for depreciation and all taxes, and in
accordance with generally accepted accounting principles to be available for
the payment of dividends for a period of twelve (12) consecutive calendar months
within the fifteen (15)calendar months immediately preceding the issuance, sale
or disposition of such stock is at least equal to twice the annual dividend
requirements on all outstanding shares of the Preferred Stock and of all other
classes of stock ranking prior to, or on a parity with, the Preferred Stock as
to dividends or distributions, including the shares proposed to be issued;
provided that there shall be excluded from the foregoing computation interest
charges on all indebtedness and dividends on all stock which is to be retired
in connection with the issue of such additional shares of Preferred Stock, and
where such additional shares of Preferred Stock are to be issued in connection
with the acquisition of new property, the net earnings of the property to be so
acquired may be included on a pro forma basis in the foregoing computation,
computed on the same basis as the net earnings of the Corporation; or

                           (3) Pay any dividend on any stock of the Corporation
junior to the Preferred Stock
if immediately after such payment the retained earnings of the Corporation would
be less than one and one-half (1-1/2) times the full annual dividend requirement
on the Preferred Stock issued and outstanding and on any other issued and
outstanding stock of the Corporation ranking on a parity with or having a
priority over the Preferred Stock in respect of dividends or of payments in
liquidation.

         The term "net earnings available for the payment of interest" shall
mean the net earnings of the Corporation as shown by its books of account, as
based on generally accepted principles of accounting, and shall include the
following items and be calculated in the following manner

                           (1) Its gross operating revenues and other income,
                  including revenues from rental of plants or systems and net
                  income from miscellaneous non-operating sources, and excluding
                  any extraordinary charges to income as defined by generally
                  accepted accounting principles, any regulatory disallowances,
                  the effect of any change in accounting principles promulgated
                  by the Financial Accounting Standards Board, and any other
                  non-cash, non-recurring book losses,

                                       A-8
<PAGE>

                           (2) Its operating expenses, including expenses for
                  current repairs and maintenance, insurance and rental expenses
                  for plants or systems and other rentals,
                           (3) Its provisions out of income for renewals,
                  replacement, depreciation, depletion or retirement of
                  property,
                           (4) Its taxes charged to income other than income,
                  profits, and other taxes measured by, or dependent on, income,
                  and
                           (5) The balance remaining after deducting the sum of
                  the amounts of (2), (3) and (4) from the amount of item (1)
                  above, shall be the "net earnings available for the payment of
                  interest" for the purposes of this Section 6.

         For purposes of this Section 6, the term "indebtedness" shall not
include any obligation or liability which, by its terms or otherwise, is
non-recourse to the Corporation whether or not such obligation or liability is
reflected in the financial statements of the Corporation.

                    Division B --- Series of Preferred Stock

         Each series of Preferred Stock will be issuable as provided for in
Division A of this Article. Unless otherwise specifically provided for, none of
such series will have any fixed liquidation premium or exchange or conversion
rights.

         1. The $4.50 Preferred Stock. 74,367 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the first series of Preferred Stock and are designated as $4.50
Preferred Stock, the fixed dividend rate on the shares of such series is four
dollars and fifty cents ($4.50) per share per annum; the fixed redemption price
on the shares of such series is $110 per share; the fixed liquidation price on
the shares of such series is $100 per share.

         2. The $4.24 Preferred Stock. 100,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the second series of Preferred Stock and are designated as $4.24
Preferred Stock; the fixed dividend rate on the shares of such series is four
dollars and twenty-four cents ($4.24) per share per annum; the fixed redemption
price on the shares of such series is $103.50 per share; the fixed liquidation
price on the shares of such series is $100 per share.

         3. The $4 (Dallas Power Series) Preferred Stock. 70,000 shares of the
authorized stock classified as Preferred Stock as provided in Division A of this
Article VI shall constitute the third series of Preferred Stock and are
designated as $4 (Dallas Power Series) Preferred Stock, the fixed dividend rate
on the shares of such series is four dollars ($4) per share per annum; the fixed
redemption price on the shares of such series is $103.56 per share; the fixed
liquidation price on the shares of such series is $100 per share.

         4. The $4.80 Preferred Stock. 100,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the fourth series of Preferred Stock and are designated as $4.80
Preferred Stock, the fixed dividend rate on the shares of such series is four
dollars and eighty cents ($4.80) per share per annum; the fixed redemption price
on the shares of such series is $102.79 per share; the fixed liquidation price
on the shares of such series is $100 per share.

                                       A-9
<PAGE>

         5. The $7.20 Preferred Stock. All shares redeemed.

         6. The $6.84 Preferred Stock. All shares redeemed.

         7. The $7.48 Preferred Stock. All shares redeemed.

         8. The $4 (Texas Electric Series) Preferred Stock. 110,000 shares of
the authorized stock classified as Preferred Stock as provided in Division A of
this Article VI shall constitute the eighth series of Preferred Stock and are
designated as $4 (Texas Electric Series) Preferred Stock, the fixed dividend
rate on the shares of such series is Four Dollars and No Cents ($4.00) per share
per annum; the fixed redemption price on the shares of such series is $102 per
share, the fixed liquidation price on the shares of such series is $100 per
share.

         9. The $4.56 (Texas Electric Series) Preferred Stock. 64,947 shares of
the authorized stock classified as Preferred Stock as provided in Division A of
this Article VI shall constitute the ninth series of Preferred Stock and are
designated as $4.56 (Texas Electric Series) Preferred Stock; the fixed dividend
rate on the shares of such series is Four Dollars and Fifty-six Cents ($4.56)
per share per annum, and such dividends shall be payable quarterly on January 1,
April 1, July 1 and October 1 of each year; the fixed redemption price on the
shares of such series is $112.00 per share; the fixed liquidation price on the
shares of such series is $100 per share.

         10. The $4.64 Preferred Stock. 100,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the tenth series of Preferred Stock and are designated as $4.64
Preferred Stock; the fixed dividend rate on the shares of such series is Four
Dollars and Sixty-four Cents ($4.64) per share per annum, and such dividends
shall be payable quarterly on January 1, April 1, July 1 and October 1 of each
year; the fixed redemption price on the shares of such series is $103.25 per
share; the fixed liquidation price on the shares of such series is $100 per
share.

         11. The $5.08 Preferred Stock. 80,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the eleventh series of Preferred Stock and are designated as $5.08
Preferred Stock, the fixed dividend rate on the shares of such series is Five
Dollars and Eight Cents ($5.08) per share per annum, the fixed redemption price
on .the shares of such series is $103.60 per share; the fixed liquidation price
on the shares of such series is $100 per share.

         12. The $8.92 Preferred Stock. All shares redeemed.

         13. The $7.44 Preferred Stock. All shares redeemed.

         14. The $8.44 Preferred Stock. All shares redeemed.

         15. The $9.36 Preferred Stock. All shares redeemed.

         16. The $8.32 Preferred Stock. All shares redeemed.

         17. The $10.12 Preferred Stock. All shares redeemed.

                                       A-10
<PAGE>

         18. The $4 (Texas Power Series) Preferred Stock. 70,000 shares of the
authorized stock classified as Preferred Stock as provided in Division A of this
Article VI shall constitute the eighteenth series of Preferred Stock and are
designated as $4 (Texas Power Series) Preferred Stock, the fixed dividend rate
on the shares of such series is Four Dollars and No Cents ($4.00) per share per
annum; the fixed redemption price on the shares of such series is $102 per
share, the fixed liquidation price on the shares of such series is $100 per
share.

         19. The $4.56 (Texas Power Series) Preferred Stock. 133,628 shares of
the authorized stock classified as Preferred Stock as provided in Division A of
the Article VI shall constitute the nineteenth series of Preferred Stock and are
designated as $4.56 (Texas Power Series) Preferred Stock; the fixed dividend
rate on the shares of such series is Four Dollars and Fifty-six Cents ($4.56)
per share per annum; the fixed redemption price on the shares of such series is
$112 per share; the fixed liquidation price on the shares of such series is $100
per share.

         20. The $4.84 Preferred Stock. 70,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the twentieth series of Preferred Stock and are designated as $4.84
Preferred Stock; the fixed dividend rate on the shares of such series is Four
Dollars and Eighty-four Cents ($4.84) per share per annum, the fixed redemption
price on the shares of such series is $101.79 per share, the fixed liquidation
price on the shares of such series is $100 per share.

         21. The $4.76 Preferred Stock. 100,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the twenty-first series of Preferred Stock and are designated as
$4.76 Preferred Stock; the fixed dividend rate of the shares of such series is
Four Dollars and Seventy-six Cents ($4.76) per share per annum; the fixed
redemption price on the shares of such series is $102 per share; the fixed
liquidation price on the shares of such series is $100 per share.

         22. The $4.44 Preferred Stock. 150,000 shares of the authorized stock
classified as Preferred Stock as provided in Division A of this Article VI shall
constitute the twenty-second series of Preferred Stock and are designated as
$4.44 Preferred Stock; the fixed dividend rate on the shares of such series is
Four Dollars and Forty-four Cents ($4.44) per share per annum; the fixed
redemption price on the shares of such series is $102.61 per share; the fixed
liquidation price on the shares of such series is $100 per share.

         23. The $7.80 Preferred Stock. All shares redeemed.

         24. The $7.24 Preferred Stock. All shares redeemed.

         25. The $8.20 Preferred Stock. All shares redeemed.

         26. The $9.32 Preferred Stock. All shares redeemed.

         27. The $8.68 Preferred Stock. All shares redeemed.

         28. The $8.16 Preferred Stock. All shares redeemed.

         29. The $8.84 Preferred Stock. All shares redeemed.

                                       A-11
<PAGE>

         30. The $10.92 Preferred Stock. All shares redeemed.

         31. The $10.08 Preferred Stock. All shares redeemed.

         32. The $11.32 Preferred Stock. All shares redeemed.

         33. The Adjustable Rate Cumulative Preferred Stock, Series A. All
             shares redeemed.

         34. The Adjustable Rate Cumulative Preferred Stock, Series B. All
             shares redeemed.

         35. The $9.48 Cumulative Preferred Stock. All shares redeemed.

         36. The $8.92 Cumulative Preferred Stock. All shares redeemed.

         37. The $10.00 Cumulative Preferred Stock. All shares redeemed.

         38. The Stated Rate Auction Preferred Stock, Series A. All shares
             redeemed.

         39. The $9.64 Cumulative Preferred Stock. All shares redeemed.

         40. The Flexible Adjustable Rate Preferred Stock, Series A. All shares
             redeemed.

         41. The Flexible Adjustable Rate Preferred Stock, Series B. All shares
             redeemed.

         42. The $10.375 Cumulative Preferred Stock. All shares redeemed.

         43. The $9.875 Cumulative Preferred Stock. All shares redeemed.

         44. The $8.20 Cumulative Preferred Stock. All shares redeemed.

         45. The $7.98 Cumulative Preferred Stock. All shares redeemed.

         46. The $6.98 Cumulative Preferred Stock. All shares redeemed.

         47. The $7.50 Cumulative Preferred Stock. All shares redeemed.

         48. The $6.375 Cumulative Preferred Stock. 1,000,000 shares of the
authorized stock classified as Preferred Stock as provided in Division A of this
Article VI shall constitute the forty-eighth series of Preferred Stock and are
designated as $6.375 Cumulative Preferred Stock, which series shall have, in
addition to the general terms and characteristics of all the authorized shares
of Preferred Stock of the Company, the following distinctive terms and
characteristics.

                  (a) The forty-eighth series of Preferred Stock shall have a
fixed dividend rate of Six Dollars and Thirty-seven and One-half Cents ($6.375)
per share per annum. Dividends on shares of the forty-eighth series of Preferred
Stock shall be cumulative from the date of issuance and shall be payable on the
first days of January, April, July and October in each year commencing January
1, 1994.

                                       A-12
<PAGE>

                  (b) Said forty-eighth series shall not be redeemable prior to
October 1, 2003; and on and after that date the fixed redemption price on the
shares of such forty-eight series shall be $100 per share plus unpaid and
accumulated dividends, if any, to the redemption date.

                  (c) The amount payable upon the shares of said forty-eighth
series in the event of voluntary or involuntary dissolution, liquidation or
winding up of the Company shall be $100 per share plus an amount equivalent to
the unpaid and accumulated dividends thereon, if any, to the date of such
voluntary or involuntary dissolution, liquidation or winding up.

                  (d) The $6.375 Cumulative Preferred Stock shall be subject to
redemption as and for a sinking fund pursuant to which the Company will redeem
50,000 shares of the $6.375 Cumulative Preferred Stock, out of funds legally
available therefor, annually, on October 1, in each year commencing with the
year 2003 and ending in the year 2007 and all the remaining outstanding shares
of $6.375 Cumulative Preferred Stock on October 1, 2008 (each such date being
hereinafter referred to as a "$6.375 Cumulative Preferred Stock Sinking Fund
Redemption Date"), at a price equal to $100 per share, plus an amount equal to
the unpaid and accumulated dividends on such share, if any, to the date of
redemption (the obligation of the Company so to redeem the shares of the $6.375
Cumulative Preferred Stock being hereinafter referred to as the "$6.375
Cumulative Preferred Stock Sinking Fund Obligation"); the $6.375 Cumulative
Preferred Stock Sinking Fund Obligation during the specified period will be
cumulative; if on any $6.375 Cumulative Preferred Stock Sinking Fund Redemption
Date, the Company shall not have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed on that date, the
$6.375 Cumulative Preferred Stock Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each successive $6.375 Cumulative
Preferred Stock Sinking Fund Redemption Date and each successive October l
thereafter until such shares shall have been redeemed; whenever on any $6.375
Cumulative Preferred Stock Sinking Fund Redemption Date, the funds of the
Company legally available for the satisfaction of the $6.375 Cumulative
Preferred Stock Sinking Fund Obligation and all other sinking fund, mandatory
redemption and similar obligations then existing with respect to any other class
or series of it stock ranking on a parity as to dividends or assets with the
$6.375 Cumulative Preferred Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking Fund Obligation") are
insufficient to permit the Company to satisfy fully its Total Sinking Fund
Obligation on that date, the Company shall apply to the satisfaction of its
$6.375 Cumulative Preferred Stock Sinking Fund Obligation on that date that
proportion of such legally available finds which is equal to the ratio of such
$6.375 Cumulative Preferred Stock Sinking Fund Obligation to such Total Sinking
Fund Obligation; the Company may, however, credit against the $6.375 Cumulative
Preferred Stock Sinking Fund Obligation for any year shares of the $6.375
Cumulative Preferred Stock (including shares of the $6.375 Cumulative Preferred
Stock optionally redeemed as hereinbefore set forth) redeemed in any manner
(other than shares of the $6.375 Cumulative Preferred Stock redeemed pursuant to
the $6.375 Cumulative Preferred Stock Sinking Fund Obligation), purchased or
otherwise acquired, and not previously credited against its $6.375 Cumulative
Preferred Stock Sinking Fund Obligation; notwithstanding the above, the Company
shall in no event apply any funds to the satisfaction of its $6.375 Cumulative
Preferred Stock Sinking Fund Obligation, on any $6.375 Cumulative Preferred
Stock Sinking Fund Redemption Date, unless and until all dividends accrued and
payable on all then outstanding shares of the $6.375 Cumulative Preferred Stock
and all other series of the Company's Preferred Stock shall have been paid or
funds shall have been set apart for their payment for all past quarterly
dividend periods ending on or before said $6.375 Cumulative Preferred Stock
Sinking Fund Redemption Date.

                                       A-13
<PAGE>

         49. The $7.22 Cumulative Preferred Stock. All shares redeemed.

                       Division C -- Class A Common Stock

         Subject to the rights expressly conferred upon the holders of Preferred
Stock, under prescribed conditions, by this Article VI, and subordinate thereto,
the holders of the Class A Common Stock shall

         1. Receive all dividends on the Class A Common Stock declared by the
Board of Directors; provided, however, so long as any shares of the Preferred
Stock are outstanding, the Corporation shall not declare or pay any dividends on
the Class A Common Stock except as follows:

                  If and so long as the Common Stock Equity at the end of the
calendar month immediately preceding the date on which a dividend on Class A
Common Stock is declared is, or as a result of such dividend would become, less
than 20% of total capitalization, the Corporation shall not declare such
dividends in an amount which, together with all other dividends on Class A
Common Stock or Class B Common Stock (collectively, "Common Stock"), declared
within the year ending with and including the date of such dividend declaration,
exceeds 75% of the net income of the Corporation available for dividends on
Common Stock for the twelve full calendar months immediately preceding the month
in which such dividends are declared.

                  The term "Common Stock Equity" shall mean the sum of the
stated value of the outstanding Common Stock and the retained earnings,
including reservations thereof, and other paid-in capital of the Corporation,
whether or not available for the payment of dividends on the Common Stock, (ii)
the term "total capitalization" shall mean the sum of the stated capital
applicable to the outstanding stock of all classes of the Corporation, the
retained earnings, including reservations thereof, and other paid-in capital of
the Corporation, whether or not available for the payment of dividends on the
Common Stock of the Corporation, and the principal amount of all outstanding
debt of the Corporation (other than any obligation or liability which, by its
terms or otherwise, is non-recourse to the Corporation whether or not such
obligation or liability is reflected in the financial statements of the
Corporation) maturing more than twelve months after the date of the
determination of the total capitalization; and (iii) the term "dividends on
Common Stock" shall embrace dividends on Common Stock (other than dividends
payable only in shares of Common Stock), distributions on, and purchases or
other acquisitions for value of, any Common Stock of the Corporation or other
stock, if any, subordinate to the Preferred Stock.

         2. Together and pari passu with the holders of Class B Common Stock,
receive all assets of the Corporation available for distribution to its
shareholders in the event of any liquidation, dissolution, or winding up of the
Corporation. The Board of Directors, by vote of a majority of the members
thereof, may distribute in kind to the holders of the Common Stock such
remaining assets of the Corporation, or may sell, transfer or otherwise dispose
of all or any of the remaining property and assets of the Corporation to any
other corporation or other purchaser and receive payment therefor wholly or
partially in cash, property, stock or obligations of such purchaser, and may
sell all or any part of the consideration received therefor and distribute the
same or the proceeds thereof to the holders of the Common Stock.

                                       A-14
<PAGE>

         3. Possess exclusively full voting power for the election of directors
and for all other purposes except as otherwise provided herein.

                       Division D -- Class B Common Stock

         Subject to the rights expressly conferred upon the holders of Preferred
Stock, under prescribed conditions, by this Article VI, and subordinate thereto,
the holders of the Class B Common Stock shall

         1. Receive all dividends on the Class B Common Stock declared by the
Board of Directors; provided, however, so long as any shares of the Preferred
Stock are outstanding, the Corporation shall not declare or pay any dividends on
the Class B Common Stock except as follows:

                  If and so long as the Common Stock Equity at the end of the
calendar month immediately preceding the date on which a dividend on Common
Stock is declared is, or as a result of such dividend would become, less than
20% of total capitalization, the Corporation shall not declare such dividends in
an amount which, together with all other dividends on Common Stock declared
within the year ending with and including the date of such dividend declaration,
exceeds 75% of the net income of the Corporation available for dividends on
Common Stock for the twelve full calendar months immediately preceding the month
in which such dividends are declared.

         2. Together and pari passu with the holders of Class A Common Stock,
receive all assets of the Corporation available for distribution to its
shareholders in the event of any liquidation, dissolution, or winding up of the
Corporation. The Board of Directors, by vote of a majority of the members
thereof, may distribute in kind to the holders of the Common Stock such
remaining assets of the Corporation, or may sell, transfer or otherwise dispose
of all or any of the remaining property and assets of the Corporation to any
other corporation or other purchaser and receive payment therefor wholly or
partially in cash, property, stock or obligations of such purchaser, and may
sell all or any part of the consideration received therefor and distribute the
same or the proceeds thereof to the holders of the Common Stock.

         3. Not be entitled to notice of or to vote at any meeting of
shareholders of the Corporation or at any election of the Corporation or the
shareholders thereof.

           Division E - Provisions Applicable to All Classes of Stock

         1. Pre-emptive Rights. Upon any issue or sale for money or other
consideration of any stock of this Corporation that may be authorized from time
to time, no holder of stock irrespective of the kind of such stock shall have
any pre-emptive or other right to subscribe for, purchase or receive any
proportionate or other share of the stock so issued or sold (including treasury
shares), but the Board of Directors may dispose of all or any portion of such
stock as and when it may determine free of any such rights, whether by offering
the same to shareholders or by sale or other disposition as said Board may deem
advisable; provided, however, that if the Board of Directors shall determine to
offer any new or additional shares of Common Stock, or any security convertible
into Common Stock, for money, other than by a public offering of all of such
shares or an offering of all of such shares to or through underwriters or
investment bankers who shall have agreed promptly to make a public offering of
such shares, the same shall first be offered pro rata to the holders of the then
outstanding shares of Common Stock of the Corporation upon terms not less

                                       A-15
<PAGE>

favorable to the purchaser (without deduction of such reasonable compensation,
allowance or discount for the sale, underwriting or purchase as may be fixed
thereafter by the Board of Directors) than those on which the Board of Directors
issues and disposes of such stock or securities to other than such holders of
Common Stock; and provided further, that the time within which such pre-emptive
rights shall be exercised may be limited by the Board of Directors to such time
as the said Board may deem proper, not less, however, than twenty days after
mailing of notice that such stock rights are available and may be exercised. The
foregoing provisions of this paragraph shall not be changed unless the holders
of record of not less than two-thirds (2/3) of the number of shares of Common
Stock then outstanding shall consent thereto in writing or by voting therefor in
person or by proxy at the meeting of stockholders at which any such change is
considered.

         2. Votes Per Share. Unless otherwise expressly provided in the
resolution of the Board of Directors of the Corporation establishing a series of
Preferred Stock, any shareholder of the Corporation having the right to vote at
any meeting of the shareholders or of any class or series thereof, as herein
provided, shall be entitled to one vote for each share of stock held by him.
There shall be no cumulative voting by any class, series, or shares of stock of
this Corporation.

         3. Increase of Capital Stock. The capital stock of the Corporation may
be increased at any time, and from time to time, upon the vote of the holders of
record of not less than a majority of the aggregate number of shares of the
capital stock of the Corporation then outstanding and having power to vote upon
such increase.

                                   ARTICLE VII

         The Corporation from time to time, subject to the limitations or
requirements hereinabove provided and to the extent it may lawfully do so, may
purchase any of its stock outstanding at such price as may be authorized by its
Board of Directors and accepted by the holders of the stock purchased, and may
resell any stock so purchased or otherwise acquired by it at such price as may
be authorized by its said Board of Directors.

                                  ARTICLE VIII

         Subject to the other provisions hereof, in order to acquire funds with
which to make any redemption or purchase of stock herein authorized, the
Corporation, subject to the limitations or requirements hereinabove provided and
to the extent it may lawfully do so, may issue and sell Common Stock or
Preferred Stock of any class then authorized but unissued, or bonds, notes, or
other evidences of indebtedness convertible or not into Common Stock or stock of
any other class then authorized but unissued.

                                   ARTICLE IX

         The Corporation shall reimburse or indemnify any former, present or
future director, officer or employee of the Corporation, or any person who may
have served at its request as a director, officer or employee of another
corporation, or any former, present or future director, officer or employee of
the Corporation who shall have served or shall be serving as an administrator,
agent or fiduciary for the Corporation or for another corporation at the request
of the Corporation (and his heirs, executors and administrators) from and
against all expenses and liabilities incurred by him or them, or imposed on him
or them, including, but not limited to, judgments, settlements, court costs and
attorneys' fees, in connection with, or arising out of, the defense of any
action, suit or proceeding in which he may be involved by reason of his being or
having been such director, officer or employee, except with respect to matters
as to which he shall be adjudged in such action, suit or proceeding to be liable
because he did not act in good faith, or because of dishonesty or conflict of
interest in the performance of his duty.

                                       A-16
<PAGE>

         No former, present or future director, officer or employee of the
Corporation (or his heirs, executors and administrators) shall be liable for any
act, omission, step or conduct taken or had in good faith, which is required,
authorized or approved by any order or orders issued pursuant to the Public
Utility Holding Company Act of 1935, the Federal Power Act or any other federal
or state statute regulating the Corporation or its subsidiaries, or any
amendments to any thereof. In any action, suit or proceeding based on any act,
omission, step or conduct, as in this paragraph described, the provisions hereof
shall be brought to the attention of the court. In the event that the foregoing
provisions of this paragraph are found by the court not to constitute a valid
defense, each such director, officer or employee (and his heirs, executors and
administrators) shall be reimbursed for, or indemnified against, all expenses
and liabilities incurred by him or them, or imposed on him or them, including,
but not limited to, judgments, settlements, court costs and attorneys' fees, in
connection with, or arising out of, any such action, suit or proceeding based on
any act, omission, step or conduct taken or had in good faith as in this
paragraph described.

         The foregoing rights shall not be exclusive of other rights to which
any such director, officer or employee (or his heirs, executors and
administrators) may otherwise be entitled under any bylaw, agreement, vote of
shareholders or otherwise, and shall be available whether or not the director,
officer or employee continues to be a director, officer or employee at the time
of incurring such expenses and liabilities. In furtherance, and not in
limitation of the foregoing provisions of this Article IX, the Corporation may
indemnify and insure any such persons to the fullest extent permitted by the
Texas Business Corporation Act, as amended from time to time, or the laws of the
State of Texas, as in effect from time to time.

                                    ARTICLE X

         A director of the Corporation shall not be liable to the Corporation or
its shareholders for monetary damages for any act or omission in the director's
capacity as a director, except that this provision does not eliminate or limit
liability of a director for:

       (a) a breach of a director's duty of loyalty to the
           Corporation or its shareholders;
       (b) an act or omission not in good faith that constitutes a breach of
           duty of a director to the Corporation or an act or omission that
           involved intentional misconduct or a knowing violation of the law;
       (c) a transaction from which a director received an improper
           benefit, whether or not the benefit resulted from an action
           taken within the scope of the director's office; or
       (d) an act or omission for which the liability of a director is
           expressly provided for by statute.

         If the laws of the State of Texas are amended to authorize 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
fullest extent permitted by such laws as so amended. Any repeal or modification
of this Article X shall not adversely affect any right of protection of a
director of the Corporation existing at the time of such repeal or modification.

                                       A-17
<PAGE>

                                   ARTICLE XI

         The power to alter, amend or repeal the Bylaws of the Corporation, or
to adopt new Bylaws, is hereby delegated to the Board of Directors subject to
repeal or change by action of the shareholders.

                                   ARTICLE XII

         The Corporation has heretofore complied with the requirements of law as
to the initial minimum capital requirements without which it could not commence
business under the Texas Business Corporation Act.



                                       A-18
<PAGE>