Exhibit 3(d)
TRUST AGREEMENT
OF TU ELECTRIC CAPITAL V
This TRUST AGREEMENT of TU Electric Capital V (the
"Trust"), dated as of January 8, 1997, 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 X. Xxxxxxxxx, an individual employed by the
Depositor, not in his individual capacity but solely as trustee
of the Trust (the "Administrative Trustee")(the Administrative
Trustee, together with any administrative trustees appointed by
the Depositor after the date hereof, the "Administrative Trust-
ees")(each of such trustees in (ii), (iii) and (iv) a "Trustee"
and collectively, the "Trustees"). The Depositor and the Trust-
ees hereby agree as follows:
1. The trust created hereby shall be known as "TU
Electric Capital V", 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. Section 3801 et seq. (the "Business Trust Act"), and
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that 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 Secretary of
State of the State of Delaware 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 Capital 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 each of the Administrative Trustees, and the Depositor,
acting singly or together, (and, in the case of (iv) below,
Xxxxxx X. Xxxxx, Xx., as authorized representative of the Trust)
(i) to prepare and file with the Securities and Exchange Commis-
sion (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 Capital 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 registra-
tion of the Capital Securities of the Trust under Section 12(b)
of the Securities Exchange Act of 1934, as amended; (ii) to
prepare and file with the New York Stock Exchange (the "Ex-
change") 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 Capital Securities to be listed on the Exchange, (iii) to
prepare and file and execute on behalf of the Trust such applica-
tions, 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 Capital
Securities under the securities or blue sky laws of such juris-
dictions as the Depositor or the Administrative Trustee, on
behalf of the Trust, may deem necessary or desirable and
(iv) to execute and deliver, on behalf of the Trust, an
underwriting agreement in respect of the sale of the Capital
Securities in such form as the Depositor shall approve.
In the event that any filing referred to 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 Exchange or state securities or blue sky laws.
In connection the filings referred to above, 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. Xxxxx 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 filings
and amendments (including post-effective amendments) to any of
such filings (including the 1933 Act Registration Statement and
the 1934 Act Registration Statement) and to file the same, with
all exhibits thereto and other documents in connection therewith,
with the Commission, the Exchange and securities or blue sky
administrators, 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 con-
firming 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 written
notice to Depositor.
7. The Depositor shall have the right to terminate
the Trust at any time prior to the issuance of any Capital
Security. Upon termination of the Trust in connection with this
Section 7, each of the Administrative Trustees, acting singly, is
hereby authorized to prepare, execute and file a Certificate of
Cancellation with the Secretary of State of the State of Dela-
ware.
8. 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/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Treasurer and Assistant
Secretary
THE BANK OF NEW YORK, not in its
individual capacity but solely
as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK,
(DELAWARE), not in its
individual capacity but
solely as Trustee
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
XXXXX X. XXXXXXXXX, not in his
individual capacity but solely
as Trustee
By: /s/ Xxxxx X. Xxxxxxxxx
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