Agreement
Exhibit
10(i)
Agreement
This
Agreement is entered into as of the 10th day of March, 2005, by and between TXU
Electric Delivery Company, a Texas corporation (“Electric
Delivery”), and
TXU Energy Company LLC, a Delaware limited liability company (“Energy”).
WHEREAS
the parties hereto were, or are successors to, parties to that certain Master
Separation Agreement, dated as of December 14, 2001, by and among TXU Electric
Delivery Company, TXU Generation Holdings Company LLC, TXU Merger Energy Trading
Company LP, TXU XXXXX Company, TXU XXXXX Energy Services Company, TXU Energy
Retail Company LP, and TXU Electric Delivery Company (“Master
Separation Agreement”).
WHEREAS
the Master Separation Agreement provides for the assumption by subsidiaries of
Energy of all employee costs relating to employees of TXU Electric Company who
became employees of such subsidiaries as of January 1, 2002;
WHEREAS
the parties now desire, as of the Effective Date, to provide for the allocation
to Electric Delivery of the pension and post-retirement benefit costs for all
TXU Electric Company employees who had retired or had terminated employment as
vested employees prior to
January 1, 2002; and
WHEREAS
the parties also desire, as of the Effective Date, to provide for the allocation
to Electric Delivery of that portion of the pension and post-retirement benefits
for active employees on January 1, 2002, arising from such employees service to
TXU Electric Company prior to January 1, 2002, and such employees’ service, if
any, to Electric Delivery after January 1, 2002;
NOW,
THEREFORE, in consideration of the foregoing and the covenants and agreements
hereafter set forth, and intending to be legally bound hereby, the parties agree
as follows:
ARTICLE
I
DEFINITIONS
1.1 “Covered
Energy Employees” shall mean all employees of Energy or any of its subsidiaries
on or after January 1, 2002, who were employees of TXU Electric prior to January
1, 2002.
1.2 “Covered
Retirees” shall mean all former employees of TXU Electric who had retired on or
before January 1, 2002.
1.3 “Effective
Date” shall mean January 1, 2005.
1.4 “Pension
Costs” shall mean all pension and post-retirement benefit costs, including
retiree medical insurance.
1.5 “TXU
Electric” shall mean TXU Electric Company, a Texas corporation, formerly known
as Texas Utilities Electric Company and now known as TXU US Holdings Company,
and its predecessors (including Dallas Power & Light Company, Texas Electric
Service Company and Texas Power & Light Company).
ARTICLE
II
COST
ALLOCATIONS
2.1 Covered
Retirees.
Effective as of the Effective Date, Electric Delivery shall assume and be
responsible for and shall indemnify and hold Energy and its subsidiaries
harmless from and against all Pension Costs for all Covered
Retirees.
2.2 Covered
Energy Employees. Effective as of the Effective Date, Electric Delivery shall
assume and be responsible for and shall indemnify and hold Energy and its
subsidiaries harmless from and against that portion of the Pension Costs of
Covered Energy Employees who retired after January 1, 2002, or hereafter retire,
resulting from the Covered Energy Employee’s years of qualifying service with
TXU Electric and/or Electric Delivery by the Covered Energy Employee as
determined according to sound actuarial principles.
ARTICLE
III
MISCELLANEOUS
3.1 Other
Agreements. The
parties agree to execute and deliver or cause to be executed and delivered, such
other agreements, instruments, and other documents and do and perform such other
acts and things as may be necessary or desirable for effecting the transactions
contemplated in this Agreement.
3.2 Entire
Agreement. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and shall supersede the Master Separation
Agreement and all other prior written or oral agreements and understandings with
respect to the subject matter hereof. The Master Separation Agreement shall
remain in full force and effect except as superseded by this
Agreement.
3.3 Governing
Law. This Agreement shall be governed, construed and enforced in accordance with
the laws of the State of Texas.
3.4 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to
be an original but all of which shall constitute one and the same
agreement.
3.5 Binding
Effect; No Third Party Beneficiaries. This Agreement shall inure to the benefit
of and be binding on the parties hereto and their respective successors and
assigns, and in the case of Energy, its subsidiaries. Nothing in this Agreement,
express or implied, is intended to confer on any person or entity other than the
foregoing any rights or remedies of any nature whatsoever under or by reason of
this Agreement.
3.6 Amendment.
No change or amendment to this Agreement shall be effective unless in writing
and signed on behalf of each of the parties to this Agreement.
3.7 Interpretation.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first set forth above.
By: ________________________________________
TXU
ENERGY RETAIL COMPANY LP
BY: TXU
ENERGY RETAIL MANAGEMENT COMPANY, LLC, its general partner
By:
_________________________________________
TXU
PORTFOLIO MANAGEMENT COMPANY LP
BY: TXU
PORTFOLIO OPTIMIZATION COMPANY, LLC, its general partner
By:
__________________________________________
TXU
GENERATION COMPANY LP
BY: TXU
GENERATION MANAGEMENT COMPANY, LLC, its general partner
By:
___________________________________________
