**Exhibit
10(c)**
  **EMPLOYMENT
AGREEMENT**
  This
Employment Agreement is entered into as of the 1 st day of
July, 2000, by and between TXU Corp. f/k/a Texas Utilities Company, a Texas
corporation (the “Company”) and T. L. Baker, an individual (the
“Employee”).
  RECITALS
  WHEREAS,
Employee currently serves as the President of the Company’s indirect
wholly-owned subsidiary, TXU Electric Company (“Employer”); and
  WHEREAS,
the Company and Employer currently desire Employee to continue in such capacity,
and the parties desire to evidence their understanding and agreement regarding
the terms and conditions of Employee’s continued employment, all as set forth
herein.
  NOW,
THEREFORE, the parties agree as follows.
  1.  Employment . The
Company shall cause Employer to employ Employee. Employee hereby agrees to serve
the Company and Employer, subject to the terms and conditions set forth
herein.
  2.  Term . This
Employment Agreement shall commence as of the date first set forth above and,
unless terminated earlier pursuant to the provisions hereof, shall expire on
June 30, 2003 (“Term”).
  3.  Initial
Title and Duties .
Employee shall initially serve Employer as its President, and shall perform such
duties and tasks as he may be called upon by Employer to perform from time to
time. Employee will endeavor to promote the business affairs and interests of
Employer and will devote all of his working time and attention to
Employer.
  4.  Compensation .
  (a)  Base
Salary . As
compensation for his services hereunder, Employee shall initially receive a base
salary of $35,000 per month, payable in equal installments at such periods as
shall from time to time be established by Employer as regular payroll periods.
Employee’s base salary shall be subject to review and modification from time to
time at the discretion of Employer; provided that Employee’s base salary may be
increased, but not decreased, during the Term.
  (b)  Annual
Bonus. Employee
shall be entitled to receive incentive bonus awards subject to, and in
accordance with the provisions of, the Company’s Annual Incentive Plan
(“AIP”).
  
 (c)  Restricted
Stock Awards .
Following, and in connection with, the executive officer annual review by the
Organization and Compensation Committee of the Board of Directors of the Company
(“O&C Committee”) in each year during the Term, Employee shall be entitled
to receive an award of at least 12,000 shares of restricted stock under the TXU
Long-Term Incentive Compensation Plan (“LTICP”). Each such award shall be
subject to terms, conditions and restrictions comparable to those contained in
contemporaneous awards granted to comparably situated officers within the TXU
Corp. System. In the event that no awards of restricted stock are made under the
LTICP at one or more of the above-referenced times to any other officer or key
employee, Employee shall, in lieu of receiving an award of restricted stock,
receive at such time(s) an award of a type comparable to that awarded to other
officers of similar rank having a value reasonably comparable to an award of at
least 12,000 shares of restricted stock (taking into consideration performance
targets and vesting periods applicable to restricted stock awards heretofore
granted under the LTICP, and assuming that performance goals and targets would
have been attained so that 100% of the restricted stock would have become
payable). In the event that no awards of any type are awarded under the LTICP at
one or more of the above-referenced times, Employee will be entitled to receive
at such time(s) cash in an amount equal to the present value of an award of at
least 12,000 shares of restricted stock (taking into consideration performance
targets and vesting periods applicable to restricted stock awards heretofore
granted under the LTICP and assuming that performance goals and targets would
have been attained so that 100% of the restricted stock would have become
payable).
  (d)  Employee
Benefits .
Employee shall be entitled to participate in all of the Company’s employee
benefit plans, programs, arrangements and fringe benefit policies to the extent
he is qualified to do so by virtue of his employment with Employer, subject to
the terms, conditions and limitations of such plans, arrangements and policies,
as they may be amended, altered or terminated from time to time. For purposes of
Employee’s participation in certain of the Company’s executive compensation
plans, Employee shall be deemed to be a “corporate officer” of
Employer.
  (e)  Provision
for Company Automobile .
Employee shall be entitled to participate in the Company’s executive automobile
policy on the same basis as other executives of Employer subject to the terms
and conditions of such automobile policy as it may be amended, altered or
terminated from time to time.
  5.  Severance
Benefits . If
Employee is terminated without Cause (as defined in Section 8 below) during the
Term, Employee shall be entitled to receive the compensation and benefits
described in (a), (b), (c) and (d) hereinbelow:
  (a)  A
one-time cash severance payment, which shall be payable as soon as reasonably
practical following such termination, but in any event within ten (10) business
days thereafter, in an aggregate amount equal to the sum of the
following:
  (i)
    The greater of: (a) the amount of base salary (as in
      effect on the date of the termination) plus annual incentive awards (at
      the highest previous target level and assuming performance satisfying a
      target payout) that Employee would have received had he continued in the
      employment of Employer hereunder through the expiration of the Term; or
      (b) twelve months base salary (as in effect on the date of the
      termination) plus Employee’s target annual incentive award for the year of
      the termination;
  **-2-**
 (ii)
    An amount equal to the sum of: (a) the value (as of the
      date of termination) of all unvested and otherwise unpayable restricted
      stock (or alternative) awards previously granted to Employee under the
      LTICP (as if performance criteria had been met to permit payment of 100%
      of the award), and (b) the forfeited portion of Employee’s accounts under
      the TXU Deferred and Incentive Compensation Plan (“DICP”) and the TXU
      Salary Deferral Program (“SDP”) (valued in accordance with the relevant
      provisions of the DICP and SDP, respectively);
  (iii)
    Employer
      (or the Company) shall (a) to the extent such benefits are not continued,
      or (b) Employee’s termination would constitute an Early Termination under
      the provisions of the TXU Split-Dollar Life Insurance Program
      (“Split-Dollar Life Insurance Program”), provide Employee with the
      benefits contemplated under the Split-Dollar Life Insurance Program, as in
      effect on the effective date of this Agreement, as if the Participation
      Agreement between the Company and Employee entered into under the
      Split-Dollar Life Insurance Program continued in accordance with its terms
      as in effect on the effective date of this Agreement as if Employee’s
      termination had not occurred.
  (iv)
    An
      amount equal to the sum of: (a) matching contributions which would have
      been made under the DICP and SDP had Employee continued to defer salary
      under such plans at the rate in effect as of the date of such termination
      for the remainder of the Term, plus (b) the value of restricted stock (or
      alternative) awards which had not theretofore been made to Employee under
      paragraph 4(c) hereof (valued on the basis of the assumption that the
      performance criteria which would have been applicable to such awards had
      been met so that 100% of the award(s) would have been payable);
      and
  (v)
    An
      amount equal to the difference between (a) the aggregate required monthly
      premium for continuation coverage under the Consolidated Omnibus Budget
      Reconciliation Act of 1985 (“COBRA”) under the TXU Medical (including
      prescription drugs), Dental and Group Life Insurance Plans, and (b) the
      aggregate monthly employee contribution rate in effect for Employee under
      such plans immediately prior to such termination, multiplied by eighteen
      (18).
 (b)  In
addition to such special severance payment, Employee shall be entitled to the
following benefits:
  (i)
    Employer
      (or the Company) shall pay on behalf of Employee, or shall reimburse
      Employee for, the physician fees for one physical examination of Employee
      under the general parameters of the Company’s executive physical program
      for each year during the period equal to the greater of the remainder of
      the Term or one (1) year following Employee’s termination;
    and
  **-3-**
 (ii)
    Employee
      shall, at Employer’s (or the Company’s) cost, be entitled to financial
      planning services equivalent to services available under the TXU executive
      financial planning program during the period equal to the greater of the
      remainder of the Term or twelve months following Employee’s
      termination.
  (c)  In
addition to such severance payments and benefits, Employee shall be entitled to
additional retirement compensation (“Additional Retirement Compensation”) in an
amount equal to the difference between: (i) the benefit Employee is entitled to
receive under the TXU Retirement Plan (“Retirement Plan”) and the TXU Second
Supplemental Retirement Plan (“Supplemental Retirement Plan”), and (ii) the
amount of the retirement benefit Employee would have been entitled to receive
under the Retirement Plan and the Supplemental Retirement Plan had Employee
earned additional Accredited Service (as defined in the Retirement Plan) through
the expiration of the Term. The Additional Retirement Compensation shall be
payable in periodic installments in the form elected by Employee with respect to
benefits under the Retirement Plan. The amount of each such periodic installment
shall be determined by the actuary for the Retirement Plan using reasonable
actuarial assumptions substantially similar to those used in connection with the
determination of benefits payable under the Retirement Plan. The Additional
Retirement Compensation is not intended to meet the qualification requirements
of Section 401 of the Internal Revenue Code of 1986, as amended (“Code”);
however the Additional Retirement Compensation shall be fully funded and payable
under the rabbi trust established under the Supplemental Retirement
Plan.
  (d)  In the
event that the foregoing payments, or any portion thereof, constitute an “excess
parachute payment” under Section 4999 of the Code, or any successor provision,
Employer (or the Company) shall, in addition to providing the foregoing payments
and benefits, pay Employee a tax gross-up cash payment(s) in an amount agreed
upon by Employee to be sufficient to fully offset the excise tax which Employee
is, or may be, required to pay as a result thereof. Such tax gross-up payment
shall be paid to Employee concurrently with the cash payments provided for
hereinabove; provided that if the amount of such tax gross-up payment cannot be
finally determined by such date, Employer shall pay Employee concurrently with
such other payments an estimate, determined in good faith by Employer, of the
minimum amount of the required tax gross-up payment. Thereafter, Employer shall
promptly (but in any event within forty-five (45) days of Employee’s
termination) determine in good faith the total amount of the tax gross-up
payment and seek to obtain Employee’s approval thereof. The remaining portion of
the tax gross-up payment shall be paid to Employee promptly after Employee
approves the total amount.
  Notwithstanding
any other provision of this Agreement seemingly to the contrary, each of the
benefits provided for in paragraph (b) above shall be provided to Employee if
and only to the extent that a similar type of benefit is not provided to
Employee through his subsequent employment with another employer. Additionally,
Employee shall not be entitled to any of the payments or benefits provided for
under this Section 5 if Employee’s termination is for Cause, or if the
circumstances of Employee’s termination entitle him to the payments and benefits
provided for in Section 6 below.
  **-4-**
 6.  Change
In Control .
  (a)  If,
during the Term: (i) Employee voluntarily terminates his employment with
Employer (or its successor) within six (6) months following a Change in Control
(as defined below), or (ii) Employee’s employment is terminated by Employer (or
its successor) without Cause, or Employee terminates his employment for Good
Reason (as defined below), in either case within twenty-four (24) months
following a Change in Control Employee will be entitled to receive the following
payments and benefits which shall be paid as soon as reasonably practical
following such termination but in any event within ten (10) business days
thereafter:
  (1)
    A
      one-time cash payment equal to three (3) times the aggregate of Employee’s
      annualized base salary in effect immediately prior to the Change in
      Control plus Employee’s target annual incentive award for the year in
      which the Change in Control occurs;
  (2)
    Employer
      (or the Company) shall, to the extent such benefits are not continued
      under the provisions of the Split-Dollar Life Insurance Program, provide
      Employee with the benefits contemplated under the Split-Dollar Life
      Insurance Program, as in effect on the effective date of this Agreement,
      as if the Participation Agreement between the Company and Employee entered
      into under the Split-Dollar Life Insurance Program continued in accordance
      with its terms as in effect on the effective date of this Agreement as if
      Employee’s termination had not occurred.
  (3)
    A
      one-time cash payment equal to the aggregate of (a) Employer matching
      contributions which would have been made under the DICP and SDP had
      Employee continued to defer salary under such plans at the rate in effect
      as of the effective date of the Change in Control, for an additional three
      years following the termination of employment, plus (b) an amount equal to
      the value of restricted stock (or alternative) awards which had not
      theretofore been made to Employee under paragraph 4(c) hereof (valued on
      the basis of the assumption that the performance criteria which would have
      been applicable to such award(s) had been met so that 100% of the award
      would have been payable);
  (4)
    A
      one-time cash payment equal to the aggregate of (a) the value (as of the
      date termination) of all unvested and otherwise unpayable restricted stock
      (or alternative) awards previously granted to Employee under the LTICP (as
      if performance criteria had been met to permit payment of 100% of the
      award), and (b) the forfeited portion of Employee’s accounts under the
      DICP and SDP (valued in accordance with the relevant provisions of the
      DICP and SDP, respectively);
  (5)
    A
      one-time cash payment equal to the difference between (a) the monthly
      COBRA premium for coverage under the TXU Medical (including prescription
      drugs), Dental and Group Life Insurance Plans, and (b) the monthly
      employee contribution under such plans in effect for Employee immediately
      prior to the termination, multiplied by eighteen
(18);
  **-5-**
 (6)
    Employee
      shall, at Employer’s (or the Company’s) cost, be entitled to financial
      planning services equivalent to services available under the Company’s
      executive financial planning program for three years from the date of the
      termination; and
  (7)
    Employer
      (or the Company) shall pay on behalf of Employee, or shall reimburse
      Employee for, the physician fees for one physical examination of Employee
      per year for three years from the date of the
  termination.
  (b)  In
addition to such severance payments and benefits, Employee shall be entitled to
the Additional Retirement Compensation as calculated and payable under the
provisions of paragraph 5(c) above.
  (c)  In the
event that the foregoing payments, or any portion thereof, constitute an “excess
parachute payment” under Section 4999 of the Code, or any successor provision,
Employer (or the Company) shall, in addition to providing the foregoing payments
and benefits, pay Employee a tax gross-up cash payment(s) in an amount agreed
upon by Employee to be sufficient to fully offset the excise tax which Employee
is, or may be, required to pay as a result thereof. Such tax gross-up payment
shall be paid to Employee concurrently with the cash payments provided for
hereinabove; provided that if the amount of such tax gross-up payment cannot be
finally determined by such date, Employer shall pay Employee concurrently with
such other payments an estimate, determined in good faith by Employer, of the
minimum amount of the required tax gross-up payment. Thereafter, Employer shall
promptly (but in any event within forty-five (45) days of Employee’s
termination) determine in good faith the total amount of the tax gross-up
payment and seek to obtain Employee’s approval thereof. The remaining portion of
the tax gross-up payment shall be paid to Employee promptly after Employee
approves the total amount.
  (d)  For
purposes of this Agreement, “Change in Control” shall mean a change in control
of the Company of a nature that would be required to be reported in response to
Item 1(a) of the Securities and Exchange Commission Form 8-K, as in effect on
the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended (“Exchange Act”), or would have been required to be so
reported but for the fact that such event had been “previously reported” as that
term is defined in Rule 12b-2 of Regulation 12B under the Exchange Act; provided
that, without in any way limiting the foregoing, a Change in Control shall be
deemed to have occurred if any one or more of the following events occurs: (i)
any Person is or becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then
outstanding securities having the right to vote at elections of directors of the
Company (“Voting Securities”); (ii) individuals who constitute the board of
directors of the Company on the effective date of this Agreement (the “Incumbent
Board”) cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the effective date of this
Agreement whose election, or nomination for election by the Company’s
shareholders, was approved by at least three-quarters of the Company’s directors
comprising the Incumbent 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 objection to such nomination) shall, for purposes of this
clause (ii), be considered as though such person were a member of the Incumbent
Board; (iii) a recapitalization or reclassification of the Voting Securities of
Employer , which results in either (a) a decrease by 33% or more in the
aggregate percentage ownership of Voting Securities held by Independent
Shareholders (on a primary basis or on a fully diluted basis after giving effect
to the exercise of stock options and warrants), or (b) an increase in the
aggregate percentage ownership of Voting Securities held by non-Independent
Shareholders (on a primary basis or on a fully diluted basis after giving effect
to the exercise of stock options and warrants) to greater than 50%; (iv) all or
substantially all of the assets of the Company are liquidated or transferred to
an unrelated party; or (v) the Company is a party to a merger, consolidation,
reorganization or similar transaction pursuant to which the Company is not the
surviving ultimate parent entity. For purposes of this definition, the term
“Person” shall mean and include any individual, corporation, partnership, group,
association or other “person”, as such term is used in Section 14(d) of the
Exchange Act, other than the Company, a subsidiary of the Company or any
employee benefit plan(s) sponsored or maintained by the Company or any
subsidiary thereof, and the term “Independent Shareholder” shall mean any
shareholder of the Company except any employee(s) or director(s) of Employer or
any employee benefit plan(s) sponsored or maintained by the Company or any
subsidiary thereof.
  **-6-**
 (e)  For
purposes of this Agreement, “Good Reason” shall mean any one or more of the
following occurrences: (i) Employee’s base salary as in effect immediately prior
to the Change in Control, or as it may be increased subsequent to the Change in
Control, is reduced; (ii) Employee’s status or responsibilities with Employer
immediately prior to the Change in Control are materially reduced, or Employee
is assigned duties which are inconsistent with such status or responsibilities,
or Employee’s business location is materially changed; (iii) the Company (or its
successor) fails to continue in effect any pension, health care or executive
compensation plan or arrangement in which Employee was participating immediately
prior to the Change in Control, or Employer or the Company (or their successors)
takes some action which materially reduces Employee’s benefits under any such
plan or program, without (in either such case) providing Employee with
substantially similar benefits; or (iv) any successor to the Company in
connection with the Change in Control does not, prior to the Change in Control,
expressly assume this Agreement.
  7.  Definition
of Cause . For
purposes of this Agreement, the term “Cause” shall mean any one or more of the
following: (a) the material breach by the Employee of this Agreement; (b)
Employee’s breach of his fiduciary duty to Employer and/or its shareholders in
his capacity as an officer and/or director of Employer; (c) any action or
failure to act on the part of Employee which results in material injury to the
assets, business prospects or reputation of Employer or any affiliate of
Employer; (d) the appropriation of a material business opportunity of Employer
or any affiliate of Employer, including attempting to secure or securing any
personal profit in connection with any transaction entered into on behalf of
Employer; or (e) Employee’s failure to substantially perform his duties and
responsibilities hereunder, including without limitation Employee’s breach of
Employer’s Code of Conduct or an express employment policy of
Employer.
  8.Confidentiality
and Nondisclosure.
  (a)  Employee
understands and agrees that he will be given Confidential Information (as
defined below) and Training (as defined below) during his employment with
Employer relating to the business of Employer and/or its Affiliates (as defined
below). Employee hereby expressly agrees to maintain in strictest confidence and
not to use in any way (including without limitation in any future business
relationship of Employee), publish, disclose or authorize anyone else to use,
publish or disclose in any way, any Confidential Information relating in any
manner to the business or affairs of Employer and/or its Affiliates. Employee
agrees further not to remove or retain any figures, calculations, letters,
documents, lists, papers, or copies thereof, which embody Confidential
Information of Employer and/or its Affiliates, and to return, prior to
Employee’s termination of employment, any such information in Employee’s
possession. If Employee discovers, or comes into possession of, any such
information after his termination he shall promptly return it to Employer.
Employee acknowledges that the provisions of this paragraph are consistent with
Employer’s Code of Conduct with which Employee, as an employee of Employer, is
bound.
  (b)  For
purposes of this Agreement, “Confidential Information” includes, but is not
limited to, information in the possession of, prepared by, obtained by, compiled
by, or that is used by Employer or any of its Affiliates or customers and (1) is
proprietary to, about, or created by Employer or its Affiliates or customers;
(2) gives Employer or its Affiliates or customers some competitive business
advantage, the opportunity of obtaining such advantage, or disclosure of which
might be detrimental to the interest of Employer or its Affiliates or customers;
and (3) is not typically disclosed by Employer or its Affiliates or customers,
or known by persons who are not employed by Employer or its Affiliates or
customers. Without in any way limiting the foregoing and by way of example,
Confidential Information shall include: information not generally available to
the general public pertaining to Employer’s business operations such as
financial and operational information and data, operational plans and
strategies, business and marketing strategies and plans for various products and
services, global operational planning, and acquisition and divestiture
planning.
  (c)  For
purposes of this Agreement, “Training” includes, but is not limited to,
specialized and valuable training regarding Confidential
Information.
  (d)  For
purposes of this Agreement, “Affiliate” shall mean any person, or entity (or
sub-unit of an entity) that, directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with
Employer.
  **-7-**
 9.  Non-Compete
and Non-Solicitation .
Employee acknowledges and agrees that: (1) in order to perform his obligations
and job duties for Employer, Employee will gain Training and access to
Confidential Information regarding Employer and/or its Affiliates or customers;
(2) use of such Confidential Information in competition with Employer and/or its
Affiliates or customers would be detrimental to the business interests of
Employer and/or its Affiliates or customers; and (3) Employee would not have
been allowed to gain access to Confidential Information, or to provide the
obligations and job duties contemplated under this Agreement without his
promises and agreements contained in the following paragraph.
  Employee
agrees that, during his employment with Employer, and for a period of one (1)
year thereafter, Employee shall not, directly or indirectly, either as an
employee, employer, independent contractor, consultant, agent, principal,
partner, stockholder, officer, director, or in any other individual or
representative capacity, either for his own benefit or the benefit of any other
person or entity: (i) engage or participate in a business which competes in a
material manner with Employer or any of its Affiliates; (ii) contact, solicit or
attempt to solicit the business or patronage of any of Employer’s (or
Affiliate’s) customers, or prospective customers, or any person, firm,
corporation, company, partnership, association or entity which was contacted or
whose business was solicited, serviced or maintained by Employer (or its
Affiliates) during the term of Employee’s employment with Employer; or (iii)
solicit, recruit, induce, encourage or in any way cause any employee of Employer
(or an Affiliate) to terminate his/her employment with Employer (or such
Affiliate). Notwithstanding the foregoing, the restriction provided in (i) above
shall apply following the termination of this Agreement only if Employee
receives the payments and benefits provided for in Section 5 or 6
above.
  10.  Injunctive
Relief . Because
of the unique nature of the business to be conducted by Employer and its
Affiliates and the Confidential Information relating thereto, Employee
acknowledges, understands and agrees that Employer and/or its Affiliates will
suffer immediate and irreparable harm if Employee fails to comply with any of
his obligations under Sections 8 and 9 of this Agreement, and that monetary
damages alone will be inadequate to compensate Employer or its Affiliates for
such breach. Accordingly, Employee agrees that Employer and/or its Affiliates
shall, in addition to any other remedies available to it at law or in equity, be
entitled to temporary, preliminary, and permanent injunctive relief and specific
performance to enforce the terms of Sections 8 and 9 without the necessity of
proving inadequacy of legal remedies or irreparable harm or posting
bond.
  11.  Deductions
and Nonalienation of Benefits .
Employee shall be required to pay promptly on demand, by payroll deduction or
otherwise, the amount required to be withheld by Employer for income and
employment taxes in respect of amounts paid under this Agreement. No right,
benefit or payment hereunder shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge the same shall be null and
void. No right, benefit or payment hereunder shall in any manner be subject to,
voluntarily or involuntarily, the debts, contracts, liabilities or torts of
Employee or be otherwise subject to any execution, garnishment, attachment,
insolvency, bankruptcy or legal proceedings of any character or legal
sequestration, levy or sale. If Employee or any other beneficiary hereunder
shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right, benefit or payment hereunder, such right, benefit
or payment may be terminated at any time by Employer without liability or
further obligation.
  12.  Employer’s
Right to Modify Employee Benefit Plans . Nothing
in this Agreement shall be construed as a limitation on the absolute right of
Employer, at any time and from time to time at its sole discretion, to amend or
modify, in whole or in part, or to terminate, any employee benefit plan, program
or policy sponsored or maintained by Employer; provided, however, that no such
amendment or termination shall eliminate or reduce the payments and benefits
provided for in Sections 5 and 6 hereof, it being understood that, if from and
after the date hereof, any plan or program referenced in Section 5 or 6 hereof
is terminated or amended and such termination or amendment would reduce the
payments or benefits provided for under Section5 or 6, such terminated or
amended plan or program shall, for purposes of calculating the payments and
benefits under Section 5 or 6 hereof be deemed to be in effect as of the
effective date of this Agreement. Any plan or program which is specifically
referenced herein shall be deemed to include any successor plan or program or
any similar plan or program adopted and maintained by Employer to provide
Employee with the same or similar benefits provided for under such specifically
referenced plan or program.
  13.  Entire
Agreement . This
Agreement contains the complete understanding and agreement between the parties
and supersedes any and all other agreements, understandings, or communications
of any kind, either oral or in writing, between the parties hereto with respect
to the subject matter hereof. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise with respect
to the subject matter of this Agreement shall be valid or binding. Subject to
the provisions of Section 5 and 6 hereof regarding certain payments and benefits
upon a termination satisfying the criteria set forth in such sections, nothing
in this Agreement shall be construed as conferring any right upon Employee to
continued employment by Employer. Any modification of this Agreement will be
effective only if it is in writing signed by both of the parties
hereto.
  **-8-**
 14.  Severability . If any
provision in this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any
way.
  15.  Survival . The
parties hereby acknowledge and agree that certain provisions of this Agreement
are, by their nature, intended to survive this Agreement and the parties agree
that all of such provisions shall survive Employee’s termination of employment,
regardless of the reason for such termination. Employee acknowledges and agrees
that the covenants and restrictions in Sections 8 and 9 of this Agreement are
reasonable and necessary due to the highly competitive, confidential and
proprietary nature of the services to be performed by Employee
hereunder.
  16.  Successors . This
Agreement shall be binding upon and inure to the benefit of Employee, his heirs,
beneficiaries and personal representatives, and Employer and any successor or
assignee of Employer, but neither this Agreement, nor any of the rights or
obligations of either party hereunder may be assigned, in whole or in part,
except Employer may assign this Agreement to any affiliate of Employer. Employee
will seek to obtain the written acknowledgment and assumption of this agreement
by any successor of Employer prior to any transaction or event pursuant to which
such successor becomes the successor to Employer. Whether or not such written
acknowledgment and assumption is given, this Agreement shall be binding on such
successor and its assignees.
  17.  Notices . Any
notices to be given hereunder by either party to the other may be effected by
personal delivery in writing, by facsimile or by mail, registered or certified,
postage prepaid to the current address of the other party with return receipt
requested. Notices delivered personally or by facsimile shall be deemed
communicated as of actual receipt; mailed notices shall be deemed communicated
as of three (3) days after mailing.
   **-9-**
  18.  Governing
Law . This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.
  EXECUTED
effective as of the 1st day of July, 2000.
  TXU
CORP.
  By: /s/
Erle
Nye
 Erle Nye,
Chairman of the Board
 and Chief
Executive
  
 EMPLOYEE:
  /s/ T. L.
Baker
 T. L.
Baker
   **-10-**