Xxxxxx By s/Xxxxx X. Xxxxxxxxx ----------------- ---------------------
Xxxxxx By. O. Xxxxxx Xxxxxxxxx ---------------------------- ------------------------------- XXXXX X. XXXXXX O. XXXXXX XXXXXXXXX ASSISTANT GENERAL COUNSEL VICE PRESIDENT & CONTROLLER EXHIBIT A CUSTODY SERVICE FEE Administration and Maintenance Fee .03% (3-Basis Points) on first $50 million .02% (2-Basis Points) on next $50 million .01% (1-Basis Point) on remainder Transaction Fees $15.00 Per Book Entry Transaction $25.00 Per Physical Transaction $35.00 Per Future Contract or Option Wire $8.00 Per Wire Transfer Earnings on Balances An earning credit, adjusted on a monthly basis, will be applied against the Custody Service Fee and Fund Accounting Fee equal to 75% of the latest available three month average of the 91 day treasury xxxx coupon equivalent rate times the average collected balance in the custodian account (or accounts) for the month billed. If the credit exceeds the fees for the month, this excess is carried forward to subsequent months. However, this carryforward is only available as a credit against fees incurred through December 31 of each calendar year and expires effective January 1 of the following year.
Xxxxxx By. Xxxx X. Xxxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President/ Title: Chairman/President/ Investment Accounting Chief Executive Officer
Xxxxxx By. JOHN X. XXXXXXXXX ------------------------------ ----------------------------------- Title: President WEISX XXXEY MANAGEMENT INC. Attest:
Xxxxxx By. JOHN X. XXXXXXXXX ------------------------------ ----------------------------------- Title: President
Xxxxxx By. XXXXX X. XXXXX -------------------------------- ----------------------------- Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx -------------------------------- ----------------------------- Title: Assistant Secretary Title: Vice President -------------------------------- -----------------------------
Xxxxxx By s/ Xxxxx Xxxxxxxx ----------------------------- ----------------------- Name: Xxxxxx X. Xxxxxx Title: Vice President THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as Trustee By:/s/ Xxxxxx X. Xxxxxx ----------------------------- Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory EXHIBIT B THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT Certificate Number Number of Common Trust Securities C-[ ] Certificate Evidencing Common Trust Securities of TXU Capital II Common Trust Securities (liquidation amount $25 per Common Trust Security) TXU Capital II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Texas Utilities Company doing business as TXU Corp (the "Holder") is the registered owner of _____ (_____) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the Common Trust Securities (liquidation amount $25 per Common Trust Security) (the "Common Trust Securities"). Except as permitted by Section 5.10 of the Trust Agreement (as defined below), the Common Trust Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Trust Securities are set forth in, and this certificate and the Common Trust Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of December 13, 1999, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Trust Securities as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.
Xxxxxx By s/ Jamxx X. Xxxxxx ------------------------------------ ------------------------------------
Xxxxxx By s/ Jamex Xxxxxxxx ---------------------------- ------------------------------------- Name: Jamex Xxxxxxxx Title: NEW WORLD PASTA COMPANY WITNESS /s/ Andrxx Xxxxx By: /s/ C. Mickxx Xxxxxxx ---------------------------- ------------------------------------- Name: C. Mickxx Xxxxxxx Title: Chairman,Chief Executive Officer and Director
Xxxxxx By s/ Dougxxx X. Xxxxxx ------------------------------ Title: Chief Financial Officer
