Exhibit 3(a)
TRUST AGREEMENT
OF TU ELECTRIC CAPITAL III
This TRUST AGREEMENT of TU Electric Capital III (the
"Trust"), dated as of October 17, 1995, among (i) Texas Utilities
Electric Company, a Texas corporation (the "Depositor"), (ii) The
Bank of New York, a New York banking corporation, not in its
individual capacity but solely as trustee of the Trust, (iii) The
Bank of New York (Delaware), a Delaware banking corporation, not
in its individual capacity but solely as trustee of the Trust,
and (iv) Xxxxx Xxxxxxxxx, an individual employed by the
Depositor, not in his individual capacity but solely as trustee
of the Trust (each of such trustees in (ii), (iii) and (iv) a
"Trustee" and collectively, the "Trustees"). The Depositor and
the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "TU
Electric Capital III", in which name the Trustees, or the
Depositor to the extent provided herein, may conduct the business
of the Trust, make and execute contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys
and sets over to the Trustees the sum of $10. The Trustees
hereby acknowledge receipt of such amount in trust from the
Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Depositor. It is the intention of
the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. ss.3801 et seq. (the "Business Trust Act"), and that
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this document constitutes the governing instrument of the Trust.
The Trustees are hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an
amended and restated Trust Agreement, satisfactory to each such
party and substantially in the form to be included as an exhibit
to the 1933 Act Registration Statement referred to below, to
provide for the contemplated operation of the Trust created
hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals
required by applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize
and direct the Depositor (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3
(the "1933 Act Registration Statement"), including any pre-
effective or post-effective amendments to the 1933 Act
Registration Statement, relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities
of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments
thereto) relating to the registration of the Preferred Securities
of the Trust under Section 12(b) of the Securities Exchange Act
of 1934, as amended; (ii) to file with the New York Stock
Exchange (the "Exchange") and execute on behalf of the Trust a
listing application and all other applications, statements,
certificates, agreements and other instruments as shall be
necessary or desirable to cause the Preferred Securities to be
listed on the Exchange and (iii) to file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue
Sky" laws of such jurisdictions as the Depositor, on behalf of
the Trust, may deem necessary or desirable. In the event that
any filing referred to in clauses (i) and (ii) above is required
by the rules and regulations of the Commission, the Exchange or
state securities or blue sky laws, to be executed on behalf of
the Trust by one or more of the Trustees, each of the Trustees,
in its or his capacity as Trustee of the Trust, is hereby
authorized and, to the extent so required, directed to join in
any such filing and to execute on behalf of the Trust any and all
of the foregoing, it being understood that The Bank of New York
and The Bank of New York (Delaware), in their capacities as
Trustees of the Trust, respectively, shall not be required to
join in any such filing or execute on behalf of the Trust any
such document unless required by the rules and regulations of the
Commission, the New York Stock Exchange or state securities or
blue sky laws. In connection with all of the foregoing, the
Depositor and each Trustee, solely in its or his capacity as
Trustee of the Trust, hereby constitutes and appoints Xxxxxx X.
Xxxxxxxxxx, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx, Xx., and each
of them, as its or his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for
the Depositor or such Trustee or in the Depositor's or such
Trustee's name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to the 1933 Act Registration Statement and the 1934 Act Registra-
tion Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith and in connection
with the filing of the 1933 Act Registration Statement and the
1934 Act Registration Statement, with the Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all
intents and purposes as the Depositor or such Trustee might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective
substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Trust Agreement may be executed in one or
more counterparts.
6. The number of Trustees initially shall be three
(3) and thereafter the number of Trustees shall be such number as
shall be fixed from time to time by a written instrument signed
by the Depositor which may increase or decrease the number of
Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware, or, if not a natural
person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of
applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any
time. The Trustees may resign upon thirty days prior notice to
Depositor.
7. This Trust Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be duly executed as of the day and year first
above written.
TEXAS UTILITIES ELECTRIC COMPANY,
as Depositor
By: /s/ Xxxxxxx Xxxxx
_____________________________
Name: Xxxxxxx Xxxxx
Title: Treasurer and
Assistant Secretary
THE BANK OF NEW YORK, not in its
individual capacity but solely
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
____________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK,
(DELAWARE), not in its
individual capacity but
solely as Trustee
By: /s/ Xxxxxx X. Xxxxx
____________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
XXXXX XXXXXXXXX, not in his
individual capacity but
solely as Trustee
By: /s/ Xxxxx Xxxxxxxxx
____________________________
