EXHIBIT 4(E)
STATEMENT OF RESOLUTION
ESTABLISHING
SERIES PREFERENCE STOCK
OF
TXU CORP.
To the Secretary of State
of the State of Texas
Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act, the undersigned corporation submits the following statement for
the purpose of establishing and designating the Series Preference Stock, par
value $25 per share, and fixing and determining the relative rights and
preferences thereof:
1. The name of the corporation is TXU Corp. (the "Company").
2. The following resolution, establishing and designating the Series
Preference Stock, par value $25 per share, and fixing and determining the
relative rights and preferences thereof, was duly adopted by the Executive
Committee of the Board of Directors of the Company on , , and was
thereby duly adopted by all necessary action on the part of the Company:
RESOLVED that shares of the authorized stock classified as Serial
Preference Stock as provided in Division A of Article VI of the
Restated Articles of Incorporation of the Company, shall constitute
the series of Serial Preference Stock, par value $25 per
share, and is designated as Series Preference Stock, which series
shall have, in addition to the general terms and characteristics of
all the authorized shares of Serial Preference Stock of the Company,
the following distinctive terms and characteristics:
(a) The Series Preference Stock shall have an annual dividend rate of
dollars and cents ($ ) per share. Dividends shall be
cumulative and shall be payable quarterly on the first day of ,
, , and in each year.
Dividends shall accrue on each outstanding share of the Series
Preference Stock or fraction thereof from the date of original issue
of such share or fraction thereof, unless such date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for
the determination of holders entitled to receive a quarterly dividend
and before the Quarterly Dividend Payment Date therefor, in either of
which events such dividends shall accrue from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of the Series Preference Stock or
fraction thereof in an amount less than the total amount of such
dividends at the time accrued and payable on such shares or fraction
thereof shall be allocated pro rata on a share-by-share basis among
all such shares or fraction thereof at the time outstanding. The Board
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of Directors may fix a record date for the determination of holders of
shares of the Series Preference Stock entitled to receive payment of a
dividend or distribution declared thereon.
(b) The fixed redemption price on the shares of such series is $ per
share if redeemed on or prior to ; and on and after that date, the
fixed redemption price on the shares of such series shall be $25 per
share plus unpaid and accumulated dividends, if any, to the date of
redemption.
(c) The amount payable upon shares of the Series Preference Stock,
in the event of voluntary or involuntary liquidation, dissolution or
winding up of the Company shall be $25 per share plus an amount equal
to unpaid and accumulated dividends, if any, to the date of such
involuntary dissolution, liquidation or winding up.
(e) There is no sinking fund for the redemption or purchase of shares
of the Series Preference Stock.
TXU CORP.
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By:
Title:
Dated:
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