**Exhibit
10(o)**
 
 **TXU**
 **DEFERRED
COMPENSATION PLAN**
 **for**
 **OUTSIDE
DIRECTORS**
  **(Effective
February 18, 2005)**
  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 effective August 18, 2000, August 18, 2001, and July 1, 2002, and
is hereby further amended and restated effective February 18, 2005. 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 a change in control of the Company of a nature that
      would be required to be reported in response to Item 5.01 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 limitation, such a change in control shall be
      deemed to have occurred if: (i) any Person is or becomes the beneficial
      owner (as defined in Rule 13-d3 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
      ordinarily (apart from rights accruing under special circumstances) having
      the right to vote at elections of directors (“Voting Securities”); or (ii)
      individuals who constitute the Board of Directors on the date hereof (the
      “Incumbent Board”) cease for any reason to constitute at least a majority
      thereof, provided that any person becoming a director subsequent to the
      date hereof whose election, or nomination for election by the Company’s
      shareholders, was approved by a vote of at least three-quarters of the
      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 be, for purposes of this clause (ii), considered as though such
      person were a member of the Incumbent Board; or (iii) a recapitalization
      of the Company occurs which results in either 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 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%; or (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 other
      business combination transaction pursuant to which the Company is not the
      surviving ultimate parent entity; or (vi) the Company is a party to a
      merger, consolidation, reorganization or other business combination
      transaction which requires the approval of the shareholders of the Company
      and which results in an increase of 20% or more in the number of Voting
      Securities outstanding. 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 the
      Company or any employee benefit plan(s) sponsored or maintained by the
      Company or any subsidiary thereof.
  (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 payable to
Directors.
  
 (g)
    “Director”
      means a member of the Board of Directors of the
Company.
  (h)
    “Equity
      Awards” means awards granted to an Outside Director under the TXU 2005
      Omnibus Incentive Plan.
  (i)
    “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.
  (j)
    “Outside
      Director” means a Director who is not a current or former officer or
      employee of the Company or any of its
subsidiaries.
  (k)
    “Participant”
      means an Outside Director who elects to participate in the Plan and whose
      account(s) has not been completely
distributed.
  (l)
    “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.
  (m)
    “Plan
      Administrator” means the person appointed to assist the Committee in
      carrying out the operations of the Plan.
  (n)
    “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.
  (o)
    “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.
  (p)
    “Stock”
      means common stock of the Company.
  (q)
    “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.
  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. A Participant may, subject to, and in accordance with, procedures and
guidelines approved from time to time by the Plan Administrator, modify the
Maturity Period relating to any such deferral provided that: (i) any such
modification must be made at least twelve (12) months prior to: (a) the date
that the deferrals would otherwise mature, in the case of a requested extension
of the Maturity Period, or (b) the desired maturity date, in the case of a
requested reduction of the Maturity Period; and (ii) the Maturity Period must
continue to be within the limits provided for in Section 4.2
hereof.
  3.2  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.
  3.3  Compensation
Reductions .
Compensation deferred under the Plan will be ratably deducted in each quarter of
the Plan Year.
  **-2-**
 Section
4. Company Matching Award Prior to July 1, 2005
  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 a 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
  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.
  **-3-**
 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
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.
  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
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.
  **-4-**
 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, in accordance with administrative guidelines, 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 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.
  **-5-**
 Section
14. Change in Control
  14.1  Notwithstanding
anything in this Plan to the contrary, in the event of a Change in Control: (a)
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; (b) all amounts that would mature within twelve (12) months of such
Change in Control shall be deemed to have matured and be paid in full promptly,
and in any event within thirty (30) days, following such Change in Control; and
(c) with respect to all amounts that would mature more than twelve (12) months
following such Change in Control, Participants shall be entitled to elect, as of
the date of such Change in Control, to have such amounts mature and be paid on
the first anniversary of such Change in Control or as of the date they would
otherwise mature under the terms of the Plan.
  Section
15. Requirements of Law
  15.1  Governing
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
  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
effective as of the 18th day of February, 2005.
  TXU
CORP.
  By:  /s/  
Diane
Kubin
 Diane
Kubin,
 Assistant
Secretary
 
  **-6-**