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This document provides notice of the annual meeting of shareholders of TXU Corp. to be held on May 10, 2002. The purposes of the meeting are to elect directors, approve an amendment to the Restated Articles of Incorporation regarding a stock split, reapprove the Long-Term Incentive Compensation Plan, and approve the selection of auditors. Shareholders are requested to sign and return the proxy regardless of whether they will attend. Details are provided on voting procedures, requirements for shareholder proposals to be considered at the 2003 annual meeting, and nominees for election to the board of directors.

























































































































