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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
HOUSTON LIGHTING & POWER COMPANY
Pursuant to and in accordance with the provisions of Article
4.04 of the Texas Business Corporation Act (the "TBCA"), Houston Lighting &
Power Company, a Texas corporation (the "Corporation"), hereby adopts the
following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Houston Lighting & Power
Company.
ARTICLE TWO
The following amendment to the articles of incorporation was
adopted by the sole holder of Class A Common Stock of the Corporation on August
9, 1996 in order to establish a classified Board of Directors.
The amendment alters or changes ARTICLE V of the original or
amended articles of incorporation and the full text of each provision altered
is as follows:
"The number of directors of the corporation shall be such
number as determined from time to time by a majority of the board of directors,
but shall not be less than three. The directors of the Company shall be
divided into three classes, designated Class I, Class II and Class III, each
class to be as nearly equal as possible. The initial terms of office of the
directors of Class I shall expire at the annual meeting of shareholders in
1997, of Class II shall expire at the annual meeting of shareholders in 1998
and of Class III shall expire at the annual meeting of shareholders in 1999.
At each annual meeting the number of directors equal to the number constituting
the class whose term expires at the time of such meeting shall be elected to
hold office until the third succeeding annual meeting.
The number of directors currently constituting the board of
directors is ten. The persons whose names and addresses are set forth below
are now serving as directors of the corporation, and they are divided into the
classes specified below:
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Name Address
---- -------
CLASS I
William T. Cottle ...............................................................................Houston, Texas
Jack D. Greenwade ...............................................................................Houston, Texas
Lee W. Hogan ....................................................................................Houston, Texas
CLASS II
Hugh Rice Kelly .................................................................................Houston, Texas
R. Steve Letbetter ..............................................................................Houston, Texas
R.L. Waldrop ....................................................................................Houston, Texas
CLASS III
Don D. Jordan ...................................................................................Houston, Texas
David M. McClanahan .............................................................................Houston, Texas
Stephen W. Naeve ................................................................................Houston, Texas
S.C. Schaeffer ..................................................................................Houston, Texas"
ARTICLE THREE
The number of shares of the Corporation outstanding at the
time of such adoption was 10,001,100 (10,000,000 shares of Cumulative Preferred
Stock, 1,000 shares of Class A Common Stock and 100 shares of Class B Common
Stock); and the number of shares entitled to vote thereon was 1,000 (Class A
Common Stock).
The holder of all of the shares outstanding and entitled to
vote on said amendment has signed a consent in writing pursuant to Article 9.10
adopting said amendment and any written notice required by Article 9.10 has
been given.
IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to the Articles of Incorporation to be duly executed as of the 9th
day of August, 1996.
HOUSTON LIGHTING & POWER COMPANY
By: /s/ Hugh Rice Kelly
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Name: Hugh Rice Kelly
Title: Senior Vice President and Secretary