EXHIBIT 4.8
[Form of Specimen Certificate
Representing Shares of Common Stock]
Number Shares
Common Common
Incorporated Under the This Certificate is
Laws of the Transferrable in the
State of Texas City of New York, N.Y.
CUSIP 293567 10 3
[ENSERCH CORPORATION LOGO]
See Reverse for
Certain Definitions
This is to certify that ____________________ is the owner of
___________________ of fully paid and non-assessable shares of the par value of
$4.45 per share of the Common Stock of ENSERCH Corporation transferable on the
books of the Corporation by the holder hereof, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness, the seal of the Corporation and the signatures of its duly
authorized officers.
Dated _______________
_______________ _______________
Treasurer Chairman
[Form of Reverse of Specimen Certificate
Representing Shares of Common Stock]
ENSERCH CORPORATION
Reference is made to the Restated Articles of Incorporation of the
Corporation and all amendments thereto, now of hereafter on file with the
Secretary of State of Texas, for a statement of the designations, preferences,
limitations and relative rights of the shares of each class of stock authorized
to be issued by the Corporation, the authority of the Board of Directors to fix
and determine the relative rights and preferences of series of stock, and the
denial of pre-emptive rights of all shareholders to acquire unissued or treasury
shares of any class of the Corporation; and reference is also made to the
resolution or resolutions of the Board of Directors of the Corporation, now or
hereafter on file with such Secretary of State, for a statement of the
variations in the relative rights and preferences of the shares of each series
of each preferred, voting preference or special class of stock which the
Corporation is authorized to issue so far as the same has or shall have been
fixed and determined.
Copies of the applicable provisions of the Restated Articles of
Incorporation may be obtained by any shareholder, without charge, upon written
request to the Corporate Secretary of the Corporation, Dallas, Texas.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - __________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors Act __________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, __________ hereby sell, assign and transfer unto
Please Insert Social Security or Other
Identifying Number of Assignee
______________________________
_______________________________________________________________________________
(Please print or typewrite name and address,
including zip code, of Assignee)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _______________________ Attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated_____________________
_______________________________________________________
NOTICE: The signature to this Assignment must correspond with the name as
written upon the face of the certificate in every particular,
without alteration or enlargement or any change whatever.
________________________________________________________
Street or P.O. Box
________________________________________________________
City State Zip Code
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between ENSERCH Corporation and Harris
Trust Company of New York (the "Rights Agent") dated as of April 15, 1986 (the
"Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of the Rights
Agent. Under certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Rights Agent will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of mailing,
without charge promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights issued to, or
held by, any Person who is, was or becomes an Acquiring Person or any Affiliate
or Associates thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void.