Amending Corporate Charters and Bylaws

PROPOSALS TO AMEND RESTATED CERTIFICATE AND BYLAWS

INTRODUCTION

The Board of Directors has unanimously approved and recommends that shareholders of the Corporation authorize the amendments (the "Amendments") to the Corporation's Restated Certificate and Bylaws described in proposals 3 through 8 set forth below.

Proposals 3 and 4 request shareholder approval to increase the Corporation's authorized Common Stock and eliminate certain preemptive rights to purchase shares of the Corporation's Common Stock.

Proposals 5 through 8 involve related amendments to the Corporation's Restated Certificate and Bylaws designed to promote conditions of continuity and stability in the Corporation's management and policies and to preserve the integrity of the investment of the Corporation's shareholders, large and small, by assisting them in obtaining fair and equitable treatment in the event of an attempted takeover of the Corporation.

Proposals 3 through 8 are being submitted for shareholder approval in response to the development of such tactics.

The full text of each Amendment for which approval is sought in Proposals 3 through 8 is set forth in either Exhibit A or Exhibit B to this Proxy Statement before voting on the proposals.

(3) PROPOSED AMENDMENT TO INCREASE AUTHORIZED COMMON STOCK

This proposal is to authorize amendment of the Restated Certificate to increase its authorized Common Stock, $3.50 par value, from 120,000,000 shares to 150,000,000 shares.

The Board of Directors recommends that shareholders vote FOR the proposed increase in authorized Common Stock.

(4) ELIMINATION OF PREEMPTIVE RIGHTS

This proposal is to authorize amendment of the Restated Certificate to eliminate certain preemptive rights and state explicitly that the holders of the Corporation's Common Stock shall have no preemptive rights to subscribe to any issue of shares or other securities of any class of the Corporation.

The Board of Directors recommends that shareholders vote FOR the elimination of preemptive rights.

(5) ELIMINATION OF CUMULATIVE VOTING

This proposal is to authorize amendment of the Restated Certificate and the Corporation's Bylaws to eliminate the requirement of cumulative voting in the election of directors.

The Board of Directors recommends that shareholders vote FOR the proposed elimination of cumulative voting.

(6) CLASSIFICATION OF THE BOARD OF DIRECTORS AND OTHER MATTERS RELATING TO DIRECTORS

This proposal is to approve amendments to Article Seventh of the Corporation's Restated Certificate of Incorporation together with conforming amendments to the Bylaws.

The Classified Board Amendments would classify the Board of Directors into three classes, provide that directors may be removed only for cause and only with an 80% vote, set the Board size between nine and fifteen, and allow vacancies to be filled by the remaining directors.

The Board of Directors recommends that shareholders vote FOR the Classified Board Amendments.

(7) FAIR PRICE PROVISION

This proposal is to authorize amendment of the Restated Certificate to add a "fair price" provision.

The Board of Directors recommends that shareholders vote FOR the adoption of the Fair Price Amendment.

(8) SUPERMAJORITY SHAREHOLDER VOTE TO AMEND CERTAIN ARTICLES OF THE RESTATED CERTIFICATE

This proposal is to authorize amendment of the Company's Restated Certificate to add a new Article Thirteenth that would require an eighty percent (80%) vote of shareholders to alter, amend or repeal certain Articles of the Company's Restated Certificate.

The Board of Directors recommends that shareholders vote FOR the adoption of a supermajority voting provision.

EXHIBIT A

SECOND RESTATED CERTIFICATE OF INCORPORATION OF CENTRAL AND SOUTH WEST CORPORATION

CENTRAL AND SOUTH WEST CORPORATION, a Delaware corporation (the "Corporation"), certifies as follows:

Pursuant to the provisions of Sections 242 and 245 of Title 8 of the Delaware Code Annotated, the stockholders of the Corporation have duly adopted the following Second Restated Certificate of Incorporation.

FIRST The name of the Corporation is Central and South West Corporation.

SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, New Castle County, Wilmington, Delaware 19801, and the name of its registered agent at that address is The Corporation Trust Company.

THIRD: The nature of the business of the Corporation or object or purposes proposed to be transacted, promoted or carried on by it are:

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 150,000,000 shares of Common Stock of the par value of $3.50 each.

Each share of Common Stock shall entitle the holder thereof to one vote at all meetings of stockholders. In the election of directors of the Corporation, the principle of cumulative voting shall not apply.

Any shares of Common Stock now or hereafter authorized, and any securities convertible into Common Stock, may be issued without first being offered to stockholders.

The Corporation reserves the right to increase or decrease its authorized capital stock or to reclassify the same and to amend, change or repeal any provision contained in this Second Restated Certificate of Incorporation.

FIFTH. The Corporation shall have perpetual existence.

SIXTH: The private property of the stockholders of the Corporation shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH:

(1) At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the expiration of the term for which they are elected, and until their successors have been duly elected and qualified.

The directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III.

The term of office of the initial Class I directors shall expire at the next succeeding annual meeting of stockholders, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders.

(2) Any director may be removed from office by the stockholders of the Corporation only for cause and only by the affirmative vote of the holders of eighty percent (80%) of the voting power of the outstanding shares of Common Stock.

(3) The number of directors constituting the entire Board of Directors shall be not less than nine (9) nor more than fifteen (15) as may be fixed from time to time by resolution adopted by a majority of the entire Board of Directors.

(4) Vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of Directors.

EIGHTH.-

The following additional provisions are inserted for the management of the business and for the conduct of the affairs of this Corporation and for the creation, definition, limitation and regulation of the powers of the Corporation, the directors and the stockholders:

(1) The Board of Directors shall have power from time to time to fix and determine and to vary the amount to be reserved as a working capital of the Corporation.

(2) The Board of Directors shall also have power without the assent or vote of the stockholders to make, alter, amend and repeal the Bylaws of the Corporation.

(3) Subject to direction by resolution of a majority of the stockholders, the Board of Directors shall have power from time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation shall be open to the inspection of stockholders.

NINTH.- Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them...

TENTH.- Authorized shares of Common Stock of the Corporation shall be issued in exchange for any remaining outstanding shares of Common Stock of Central and South West Utilities on the following basis:

(1) There shall be issued to each holder of such shares of Common Stock of Central and South West Utilities a number of shares of Common Stock of the Corporation computed by multiplying the number of shares by .8095, rounding down to the next lower whole number, and then multiplying such product by four.

(2) Cash equal to $12.00 multiplied by the fraction by which such product exceeds the next lower whole number shall be paid in lieu of shares in certain cases.

ELEVENTH- To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws, no director shall be personally liable to the Corporation or its stockholders for acts or omissions in the performance of duties.

TWELFTH.-

A. Higher Vote for Certain Business Transactions.

B. Definition of "Business Combination".

C. When Higher Vote is Not Required.

D. Certain Definitions.

E. Powers of the Continuing Directors.

F. No Effect on Fiduciary Obligations of Interested Stockholders.

G. No Effect on Fiduciary Obligation of Directors.

THIRTEENTH. Notwithstanding any other provisions of this Second Restated Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the combined voting power of all of the then-outstanding shares of the Corporation entitled to vote shall be required to alter, amend or repeal certain provisions.

IN WITNESS WHEREOF

CENTRAL AND SOUTH WEST CORPORATION has caused this Restated Certificate of Incorporation to be signed by the undersigned, its officer, and its corporate seal to be hereunto affixed and attested by the Secretary.

EXHIBIT B

CONFORMING AMENDMENTS TO THE BYLAWS OF CENTRAL AND SOUTH WEST CORPORATION

1. ARTICLE II, SECTION 4 of the Bylaws is hereby amended to change "certificate of incorporation" to "Second Restated Certificate of Incorporation".

2. ARTICLE II, SECTION 5 of the Bylaws is hereby amended to delete such Section in its entirety and replace it with the following provision:

3. ARTICLE III, SECTION 1 of the Bylaws is hereby amended to delete such Section in its entirety and replace it with the following provision:

4. ARTICLE III, SECTION 6 of the Bylaws is hereby amended to change the second sentence.

5. ARTICLE VIII of the Bylaws is hereby amended to add the following provision at the end of such Article before the final period: