Exhibit 3(b)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TXU ELECTRIC DELIVERY COMPANY
Pursuant to the provisions of Articles 4.04 and 10.03 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation to be effective as set forth herein.
ARTICLE ONE
The name of the corporation is TXU Electric Delivery Company (the
"Corporation").
ARTICLE TWO
The following amendment to the Articles of Incorporation of the Corporation was
adopted by the sole shareholder of the Corporation on January 7, 2002. The
Articles of Incorporation are amended to change the name of the Corporation.
The amendment alters or changes Article One of the Articles of Incorporation and
the full text of each provision of Article One is amended to read as follows:
"ARTICLE ONE
The name of the Corporation is Oncor Electric Delivery Company."
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such adoption
was 1,000; and the number of shares entitled to vote thereon was 1,000.
ARTICLE FOUR
The approval of the Articles of Amendment was duly authorized by all action
required by the laws under which TXU Electric Delivery Company is incorporated
and by its constituent documents. The number of outstanding shares of each class
or series of stock of TXU Electric Delivery Company entitled to vote, with other
shares or as a class, on the Articles of Amendment are as follows:
Number of Shares Class or Series Number of Shares
---------------- --------------- ----------------
Outstanding Entitled to Vote as a
----------- ---------------------
Class or Series
---------------
1,000 Common N/A
ARTICLE FIVE
The number of shares, not entitled to vote only as a class, voted for and
against the Articles of Amendment, respectively, and, if the shares of any class
or series are entitled to vote as a class, the number of shares of each such
class or series voted for and against the Articles of Amendment, are as follows:
Total Voted Total Voted Class or Series Number of Shares
----------- ----------- --------------- ----------------
For Against Entitled to Vote as
--- ------- -------------------
Class or Series
---------------
Voted For Voted
--------- -----
Against
-------
1,000 0 Common N/A N/A
ARTICLE SIX
These Articles of Amendment do not necessitate an exchange, reclassification or
cancellation of issued shares.
ARTICLE SEVEN
These Articles of Amendment do not effect a change in stated capital.
ARTICLE EIGHT
These Articles of Amendment shall be effective on January 17, 2002 in accordance
with the provisions of Article 10.03 of the Texas Business Corporation Act.
TXU ELECTRIC DELIVERY COMPANY
By: /s/ John F. Stephens, Jr.
-------------------------------
John F. Stephens, Jr.
An Authorized Officer
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