TXU Deferred Compensation Plan for Outside Directors



 Exhibit 10.2 
 TXU 
 DEFERRED COMPENSATION PLAN 
 for 
 OUTSIDE DIRECTORS 
 (As amended and restated effective May 18, 2006) 
 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. 







 Contents 
  

			
	 TXU Deferred Compensation Plan for Outside Directors
	  	1
	 Section 1. Purpose
	  	3
	 Section 2. Definitions
	  	3
	 Section 3. Deferral Participation and Election
	  	7
	 Section 4. Matching Award
	  	7
	 Section 5. Separate Accounts
	  	7
	 Section 6. Investment and Funding
	  	8
	 Section 7. Distribution of Account Values
	  	9
	 Section 8. Termination of Service
	  	9
	 Section 9. Nontransferability
	  	10
	 Section 10. Designation of Beneficiaries
	  	10
	 Section 11. Rights of Participants
	  	10
	 Section 12. Administration
	  	10
	 Section 13. Amendment of Termination of the Plan
	  	11
	 Section 14. Change in Control
	  	11
	 Section 15. Requirements of Law
	  	11
	 Section 16. Withholding Taxes
	  	11

  

 2 








 TXU 
 DEFERRED COMPENSATION PLAN 
 for 
 OUTSIDE DIRECTORS 
 (As amended and restated effective May 18, 2006)

 Section 1. Purpose 
 1.1 Purpose. The TXU Deferred Compensation Plan for Outside Directors (the “Plan”) was established, effective July 1, 1995, was renamed and restated effective May 12, 2000 in connection with
the corporate name change of the Company, was further amended and restated August 18, 2000, August 18, 2001, July 1, 2002, February 18, 2005, February 16, 2006, to be effective as of January 1, 2005
in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and is hereby further amended and restated on May 18, 2006. The primary purpose of the Plan is to provide deferred compensation to
Outside Directors which is directly related to the performance of common stock of the Company. The Plan is designed as an unfunded arrangement under the provisions of the Employee Retirement Income Security Act of 1974 and of the Internal Revenue
Code. 
 Section 2. Definitions 
 2.1 Definitions. Whenever used hereinafter, the following terms shall have the meanings set forth below: 
  

	 	(a)	“Beneficiary” means the person or persons named by the Participant as the recipient(s) of any distribution remaining to be paid to the Participant under the Plan upon the
Participant’s death. 

  

	 	(b)	“Board of Directors” means the Board of Directors of the Company. 

  

	 	(c)	“Change in Control” means the occurrence of any one or more of the following events: 

 (i) individuals who, on May 20, 2005, constitute the Board of Directors (the “Board”) of the Company (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to May 20, 2005 whose election or nomination for election was approved by a vote of at least two-thirds of the
Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to 

  

 3 








 
directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be
deemed to be an Incumbent Director; 
 (ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided,
however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any entity a majority of the voting securities or other
voting interests of which are owned, directly or indirectly, by the Company (“Subsidiary”), (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter
temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii) below), (E) with respect to any Eligible Executive, pursuant to any acquisition by
such Eligible Executive or any group of persons including such Eligible Executive (or any entity controlled by such Eligible Executive or controlled by any group of persons including such Eligible Executive); or (F) a transaction (other than
one described in paragraph (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause
(F) does not constitute a Change in Control under this paragraph (ii); 
 (iii) the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders other than approval required solely by Article XI of the Company’s
articles of incorporation, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power
of (x) the corporation or other entity resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation or other entity that, directly or indirectly, has beneficial
ownership of at least 95% of the voting securities eligible to elect directors (or persons performing similar functions) of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were
outstanding immediately prior to such Business Combination (or, if applicable, is represented by voting securities into which such Company Voting Securities were converted or for which such Company Voting Securities were exchanged pursuant to such
Business Combination), and such voting power of the Parent Corporation (or, if there is no Parent Corporation, the 

  

 4 








 
Surviving Corporation) among the holders thereof is held in substantially the same proportion as the voting power of such Company Voting Securities held by
the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, as the case may be, or any
Subsidiary thereof), is or becomes the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible to elect directors (or persons performing similar functions) of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors (or similar governing body) of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or, if any director
was elected after such time but prior to the consummation of such Business Combination, such director was elected to fill a vacancy on the Board created in the ordinary course and qualifies as an Incumbent Director (any Business Combination which
satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or 
 (iv) the consummation of a complete liquidation or dissolution of the Company required to be approved by the Company’s shareholders or a sale of all or substantially all of the assets of the Company and its Subsidiaries, considered as
a whole. 
 Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 25% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such
acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company
shall then occur. 
  

	 	(d)	“Committee” means the Organization and Compensation Committee of the Board of Directors. 

  

	 	(e)	“Company” means TXU Corp., its successors and assigns. 

  

	 	(f)	“Compensation” means the annual retainer(s) payable to Directors in cash or in Stock. 

  

	 	(g)	“Director” means a member of the Board of Directors of the Company. 

  

 5 









	 	(h)	“Disability” means a medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as a result of
which the Participant is entitled to receive, and has been receiving for a period of not less than three months, income replacement benefits under one or more welfare plans of the Company. 

  

	 	(i)	“Equity Awards” means awards granted to an Outside Director under the TXU 2005 Omnibus Incentive Plan. 

  

	 	(j)	“Maturity Period” means the period over which compensation deferrals, Equity Awards and Matching Awards are deferred as elected by a Participant in accordance with the
provisions of this Plan. 

  

	 	(k)	“Outside Director” means a Director who is not a current or former officer or employee of the Company or any of its subsidiaries. 

  

	 	(l)	“Participant” means an Outside Director who elects to participate in the Plan and whose account(s) has not been completely distributed. 

  

	 	(m)	“Performance Unit” means a measure of participation under the Plan having a value equal to the value of a share of Stock, as determined by the value of such Stock in the
Trust. 

  

	 	(n)	“Plan Administrator” means the Committee or, if applicable, the person appointed to assist the Committee in carrying out the operations of the Plan.


  

	 	(o)	“Plan Year” means, for Plan Years beginning on or before July 1, 2004, the twelve-month period beginning July 1 and ending June 30. The Plan Year beginning
July 1, 2005, shall mean the six-month period beginning July 1, 2005 and ending December 31, 2005. Thereafter, Plan Year shall mean the twelve-month period beginning January 1 and ending December 31.


  

	 	(p)	“Retirement” means the first day of the month following the later of (i) attaining age sixty-five or (ii) termination of service on the Board for any reason
other than death or Disability. 

  

	 	(q)	“Stock” means common stock of the Company. 

  

	 	(r)	“Trust” means the irrevocable grantor trust established by the Company to purchase, hold, and sell shares of Stock so as to establish the number and value of Performance
Units allocable to Participants’ accounts and from which benefits under the Plan will be paid. 

  

	 	(s)	 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the
Participant’s spouse or a dependent (as defined in Code section 152(a)) of a Participant, loss of the 



  

 6 








 
Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control
of the Participant. 
 Section 3. Deferral Participation and Election 
 3.1 Participation. Each Outside Director may elect to defer a percentage of Compensation and/or an Equity Award (in 25 percent increments up to 100
percent) by filing with the Plan Administrator, prior to the applicable Plan Year, an irrevocable written election to defer such amount and to elect the Maturity Period for such deferral. 
 3.2 Extension of Maturity Date. A Participant may, subject to, and in accordance with, procedures and guidelines approved from time to time by the
Plan Administrator, extend the Maturity Period relating to any such deferral, provided that: (i) any such modification is made at least twelve (12) months prior to the date that the deferrals would otherwise mature, (ii) such
extension results in such deferral being paid at least five (5) years after the date that such deferral would have otherwise been paid in the absence of such extension, and (iii) only one extension shall be allowed with respect to any
deferral. 
 3.3 Special Deferral Election for 2005 Transition Period. Each Outside Director shall be provided a special one-time
election, consistent with the provisions of Notice 2005-1 issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code, to be made on or before March 15, 2005, in order to elect (or re-elect) the deferral of
Compensation payable during the period beginning July 1, 2005 and ending December 31, 2005, and/or the deferral of Equity Awards which may be made during 2005. 
 3.4 Compensation Reductions. Compensation deferred under the Plan will be ratably deducted in each quarter of the Plan Year. 
 Section 4. Company Matching Award Prior to July 1, 2005; Maturity Period 
 4.1 Matching Award. For Plan Years, which began on or prior to July 1, 2004, a Matching Award was credited to each Participant’s account
by the Company in an amount equal to 150 percent of the amount deferred by the Participant. Such Matching Award was deemed to have occurred on the first day of the applicable Plan Year. Beginning July 1, 2005, no additional Matching Awards
shall be made under this Plan. 
 4.2 Maturity Period. Compensation deferrals, Equity Awards and Matching Awards shall have an initial
Maturity Period of not fewer than three nor more than ten years as indicated in the written election. The Maturity Period shall begin on the first day of the Plan Year in which the Compensation deferral, Equity Awards and Matching Award is made.

 Section 5. Participant Accounts 
  

 7 








 5.1 Separate Accounts. The Plan Administrator shall establish and maintain an individual account
for Compensation and Equity Award deferrals elected by each Participant and the Matching Awards for each Plan Year. The account shall be credited as of the first day of the Plan Year with the amount of Compensation and Equity Awards to be deferred
during the Plan Year and (for Plan Years which began on or prior to July 1, 2004) the related Matching Award. 
 5.2 Performance
Units. Any and all amounts credited to a Participant’s account shall be converted into Performance Units as of the applicable date. After notification of the number of shares acquired by the Trust with the aggregate credits to Participants,
as provided in Subsection 6.2, the Plan Administrator will allocate an equal number of Performance Units, including fractional units, to individual accounts based on the percentage relationship of each Participant’s credits to the total of such
credits for all Participants. 
 5.3 Dividend Equivalent Credits. Additional Performance Units shall be credited to a
Participant’s account as Dividend Equivalent Credits. Such amount shall be determined by multiplying the Performance Units recorded in a Participant’s account by the amount of any regular or special cash dividend declared on each share of
the Stock and dividing the product by the amount paid by the Trust for a share of Stock with the dividend amounts. 
 5.4 Date of
Credit. Dividend Equivalent Credits shall be credited to a Participant’s account as of the same date as the cash dividend on the Stock is paid to shareholders. 
 5.5 Unsecured Interest. All Performance Units credited to the account of each Participant shall be for record purposes only. No Participant or Beneficiary shall have any security interest whatsoever in any
assets of the Company. To the extent that any person acquires a right to receive payments under the Plan, such right shall not be secured or represented by any issued Stock or common stock to be issued. 
 Section 6. Investment and Funding 
 6.1 Grantor Trust. The benefits to be derived by Participants in the Plan will be funded through the Trust; provided, however, that any Stock, cash, or other property held by the Trust that was contributed by
the Company shall at all times be subject to the claims of general creditors of the Company. 
 6.2 Funding of Trust. Upon
determination of the total credits to Participants’ accounts for a Plan Year, the Company shall promptly provide the Trust with resources in the aggregate of such amounts. The Trustee will invest such aggregate amounts in shares of the Stock
and promptly notify the Plan Administrator of the number of shares so acquired. The Trustee will use any cash dividends received on Stock held in the Trust to buy additional shares of Stock (or enroll the shares in the Company’s Dividend
Reinvestment Plan) and promptly notify the Plan Administrator of the number of shares so acquired. 
 6.3 Distributions from Trust.
The Trustee, upon notification from the Plan Administrator, will make the distributions of matured benefits to Participants or their Beneficiaries as provided in the Plan. If Trust assets are insufficient to pay the amount of a 

  

 8 








 
matured benefit, the Company will pay such deficiency directly to the Participant or Beneficiary. Any assets held in the Trust, which the Trustee determines
to be in excess of those required to pay the benefits when due to Participants may be returned to the Company. 
 6.4 Voting of Stock Held
in Trust. Stock held in the Trust shall be voted by the Trustee in its discretion. 
 Section 7. Distribution of
Account Values 
 7.1 Value of a Participant’s Account. The value of a Participant’s account will equal the net proceeds
received by the Trust from the sale of shares equal in number to the number of Performance Units representing the Participant’s deferred Compensation and Equity Awards, and (for Plan Years beginning on or prior to July 1, 2004) Matching
Awards applicable to the designated Maturity Period, together with all Dividend Equivalent Credits earned thereon. 
 7.2 Form and Timing
of Distribution. The value of a Participant’s account at maturity shall be determined as provided in Subsection 7.1. The value of the Participant’s account at maturity shall be paid in cash. Payment shall be made as soon as
practicable, but in no event later than thirty (30) days, following maturity of the Participant’s account. No interest shall accrue or be paid from date of maturity to date of payment on such amounts. 
 7.3 Distribution in the Event of an Unforeseeable Emergency. If a Participant encounters an Unforeseeable Emergency, the Plan Administrator in its
absolute discretion may direct the Company to pay to such Participant such portion of the Account, including the entire amount if appropriate, as the Plan Administrator shall determine to be necessary to satisfy the need presented by such
Unforeseeable Emergency, plus amounts necessary to pay all taxes and penalties reasonably anticipated as a result of the distribution. A distribution on account of an Unforeseeable Emergency may not be made to the extent such emergency may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation would not itself cause severe financial hardship). 
 Section 8. Termination of Service 
 8.1 Termination of Service Due to Death or Disability. In the event a Participant’s service is terminated by reason of death or Disability, all amounts credited to the account shall mature upon such
termination. The Participant or the Participant’s Beneficiary shall then receive, as soon as practicable after the date of such termination, a distribution of the Participant’s account based on the value of the account as provided in
Subsection 7.1. 
 8.2 Termination of Service Prior to the End of the Plan Year. In the event a Participant’s service is
terminated for any reason prior to the end of the Plan Year, the deferred Compensation, Matching Award (if applicable), and Dividend Equivalent Credits for such Plan Year will be recomputed as of the date of termination. The value of the recomputed
account shall be an amount equal to the sum of: (a) the deferred Equity Awards, plus (b) the product of the value of the Performance Units at the date of termination representing deferred 

  

 9 








 
Compensation and related Matching Awards (if applicable) credited to the Participant’s account multiplied by a fraction, the numerator of which is the
actual Compensation reduction for the portion of the Plan Year preceding termination, and the denominator of which is the Compensation reduction elected for the entire Plan Year. 
 Section 9. Nontransferability 
 9.1 Nontransferability. In no event shall the Company make any distribution or payment under this Plan to any assignee or creditor of a Participant or a Beneficiary. Prior to the time of a distribution or
payment hereunder, a Participant or a Beneficiary shall have no rights by way of anticipation or otherwise to assign or otherwise dispose of any interest under this Plan. 
 Section 10. Designation of Beneficiaries 
 10.1 Specified Beneficiary. A Participant shall designate a Beneficiary or Beneficiaries who, upon the Participant’s death, are to receive the amounts which otherwise would have been paid to the
Participant. All Beneficiary designations shall be in writing and signed by the Participant, and shall be effective only if and when delivered to the Plan Administrator during the lifetime of the Participant. A Participant may, from time to time
during the Participant’s lifetime, change the Beneficiary or Beneficiaries by a signed, written instrument delivered to the Plan Administrator. The payment of amounts shall be in accordance with the last unrevoked written designation of the
Beneficiary that has been signed and so delivered. 
 10.2 Estate as Beneficiary. If a Participant designates a Beneficiary without
providing in the designation that the Beneficiary must be living at the time of each distribution, the designation shall vest in the Beneficiary all of the distributions whether payable before or after the Beneficiary’s death, and any
distributions remaining upon the Beneficiary’s death shall be made to the Beneficiary’s estate. In the event a Participant shall not designate a Beneficiary or Beneficiaries, or if for any reason such designation shall be ineffective, in
whole or in part, as determined solely in the discretion of the Plan Administrator, the distribution that otherwise would have been paid to such Participant shall be paid to the Participant’s estate and in such event the term
“Beneficiary” shall include the Participant’s estate. 
 Section 11. Rights of Participants

 11.1 Board Membership. All Participants understand that the shareholders elect them; therefore, nothing in the Plan shall
interfere with or limit in any way the manner in which a Director is elected and serves in such capacity nor confer upon a Participant any additional right to continue to serve as a Director. 
 Section 12. Administration 
 12.1 Administration. The Committee, shall be responsible for the administration of the Plan. The Committee is authorized to interpret the Plan, to prescribe, amend, and rescind rules and regulations relating to the Plan, provide for
conditions and assurances deemed necessary or advisable to protect the interests of the Company, and to make all other determinations necessary 

  

 10 








 
or advisable for the administration of the Plan or to delegate such duties to the Plan Administrator. The determination of the Committee, interpretation or
other action made or taken pursuant to the provisions of the Plan, shall be final, binding and conclusive for all purposes and upon all persons whomsoever. The Committee shall appoint a Plan Administrator to assist in carrying out the operations of
the Plan. 
 12.2 Annual Reports. The Plan Administrator shall render annually a written report to each Participant, which shall set
forth, at a minimum, the Participant’s account balances as of the end of the most recent Plan Year. 
 12.3 Costs. Participants
shall bear costs equal to the costs incurred by the Trust related to the purchase and sale of Stock by the Trust. The Company shall pay all other costs of the Plan and the Trust. 
 Section 13. Amendment or Termination of the Plan 
 13.1 Amendment or Termination of the Plan. The Board of Directors may amend, terminate, or suspend the Plan at any time. Any such amendment, termination, or suspension of the Plan shall be effective on such
date as the Board of Directors may determine. An amendment or modification of the Plan may affect Participants at the time thereof as well as future Participants, but no amendment or modification of the Plan for any reason may diminish any
Participant’s account as of the effective date thereof. Upon Plan termination, Subsection 8.2 shall apply as if the Plan termination date were the termination of service date. Following termination of the Plan, no additional deferrals shall be
permitted, no additional extensions shall be permitted under Section 3.2, and Participant’s accounts shall be distributed in accordance with the terms of the Plan without regard to such termination. 
 Section 14. Change in Control 
 14.1 Notwithstanding anything in this Plan to the contrary, in the event of a Change in Control the provisions set forth in Section 8.2 relating to the recomputation of a Participant’s account shall no
longer apply such that, upon distribution of a Participant’s account, such Participant shall be entitled to the full value of all Performance Units being distributed without forfeiture or recomputation of any kind. All amounts that would mature
following such Change in Control, shall mature and be paid as of the date they would otherwise mature under the terms of the Plan. 
 Section 15. Requirements of Law 
 15.1 Governing Law. The Company intends that this Plan shall satisfy the
requirements of Code section 409A and the regulations issued thereunder, and the Plan shall be construed and interpreted to that end. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Texas. 
 Section 16. Withholding Taxes 
  

 11 








 16.1 Withholding Taxes. The Company shall have the right to deduct from all cash payments under
the Plan or from a Participant’s compensation an amount necessary to satisfy any Federal, state, or local withholding tax requirements. 
 EXECUTED on May 18, 2006, to be effective as of May 18, 2006. 
  

			
	TXU CORP.
		
	By:	 	/s/ Riz Chand
		 	 Riz Chand
 Senior Vice-President
 Human Resources



  

 12