**Exhibit
10(bb)**
 
 **TXU**
 **DEFERRED
COMPENSATION PLAN**
 **for**
 **DIRECTORS
OF SUBSIDIARIES**
  **(As
amended effective February 18, 2005)**
  Section
1.  Purpose
  1.1  Purpose . The TXU
Deferred Compensation Plan for Directors of Subsidiaries (the “Plan”) was
established, effective April 1, 1998, 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 and August 17, 2001, and is
hereby further amended and restated effective February 18, 2005. The primary
purpose of the Plan is to provide deferred compensation to non-employee members
of the boards of directors and/or advisory boards of directors of participating
subsidiaries who receive an annual retainer, and to allow such persons to
purchase Performance Units with such deferrals. The Plan is designed as an
unfunded arrangement under the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and of the Internal Revenue Code of 1986, as
amended.
  Section
2.  Definitions
  2.1  Definitions .
Whenever used hereinafter, the following terms shall have the meanings set forth
below:
  (a)
    “Advisory
      Director” means a member of the advisory board of directors of a
      Participating Subsidiary who is not a current or former employee of the
      Company or any of its subsidiaries.
  (b)
    “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.
  (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 of the Company.
  (e)
    “Company”
      means TXU Corp., its successors and
assigns.
  
 (f)
    “Compensation”
      means, with respect to each Participant, such Participant’s annual
      retainer, exclusive of any attendance fee or other compensation paid such
      Participant.
  (g)
    “Dividend
      Equivalent Credits” means additional Performance Units which shall be
      credited to Participants’ Accounts pursuant to the provisions of Section
      5.3
  (h)
    “Outside
      Director” means a member of the board of directors of a Participating
      Subsidiary who is not a current or former officer or employee of the
      Company or any of its subsidiaries.
  (i)
    “Participant”
      means an Outside Director or an Advisory Director of a Participating
      Subsidiary who has been designated by the Committee as eligible to
      participate in this Plan, who elects to participate in the Plan, and whose
      account(s) has not been completely
distributed.
  (j)
    “Participating
      Subsidiary” means a subsidiary of the Company which elects to participate
      in this Plan. Exhibit “A” attached hereto lists the initial Participating
      Subsidiaries. Exhibit “A” may be amended from time to time without further
      notice from the Company to accurately reflect the Participating
      Subsidiaries.
  (k)
    “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.
  (l)
    “Plan
      Administrator” means the person(s) appointed to assist the Committee in
      carrying out the day-to-day operations of the
Plan.
  (m)
    “Plan
      Year” means the twelve-month period beginning April 1 and ending March
      31.
  (n)
    “Stock”
      means common stock of the Company.
  (o)
    “Trust”
      means the irrevocable grantor trust established by the Company, as agent
      for the Participating Subsidiaries, 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.  Participation and Deferral Election
  3.1  Participation . Each of
the Company’s subsidiaries may elect to participate in the Plan by action of its
board of directors. Each eligible Outside Director and Advisory Director may
elect to become a Participant by deferring a percentage of Compensation (in 25
percent increments up to 100 percent) pursuant to an irrevocable written
election which shall specify the percentage of Compensation to be deferred for
the applicable Plan Year and the Maturity Period (as defined below) for such
deferral. Such written election shall be completed and filed with the Plan
Administrator prior to the beginning of the applicable Plan Year. 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 4.1 hereof.
  3.2  Compensation
Reductions .
Compensation deferred under the Plan will be ratably deducted in each quarter of
the Plan Year.
  **-2-**
  Section
4.  Maturity Periods.
  4.1  Maturity
Periods . Each
Compensation Deferral shall have a maturity period (“Maturity Period”) of not
fewer than three nor more than ten years as indicated in the Participant’s
written election. The Maturity Period shall begin on the first day of the Plan
Year in which the Compensation deferral is made.
  Section
5.  Participant Accounts
  5.1  Separate
Accounts . The
Plan Administrator shall establish and maintain an individual account for
Compensation deferrals elected by each Participant for each Plan Year. The
account shall be credited as of the first day of the Plan Year with the amount
of Compensation to be deferred during the Plan Year.
  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 a number of
Performance Units, including fractional units, to individual accounts based on
the relative percentage 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 Dividend Equivalent Credits 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 Stock and dividing the product by the amount paid by the Trust for a
share of such 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 or any Participating
Subsidiary. 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 a Participating Subsidiary shall at all times be
subject to the claims of general creditors of such Participating
Subsidiary.
  6.2  Funding
of Trust . Upon
determination of the total amount to be credited to the accounts of the
Participants of each Participating Subsidiary for a Plan Year, each
Participating Subsidiary shall promptly provide the Trust with funds in the
aggregate of such amounts. The Trustee will invest such aggregate amount in
shares of the Stock and promptly notify the Plan Administrator of the number of
shares acquired. The Trustee will use any cash dividends received on Stock held
in the Trust to buy additional shares of Stock and promptly notify the Plan
Administrator of the number of shares so acquired.
  **-3-**
 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 of any Participant, the Participating Subsidiary of such
Participant 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 Participating Subsidiaries.
  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 value of shares of Common Stock
acquired with the Participant’s Compensation deferrals and represented in
Performance Units 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 and shall be paid in cash. Such 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 in the form elected by the Participant 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 amount 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 product of the value of the
Performance Units at the date of termination 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 any distribution or payment under this Plan be made 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 who are Directors understand that they are elected by the
shareholders of a Participating Subsidiary and nothing in this 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. All Participants who are Advisory Directors
understand that they are appointed by the management of a Participating
Subsidiary and nothing in this Plan shall interfere with or limit the manner in
which an Advisory Director is appointed and serves in such capacity nor confer
upon a Participant any additional right to continue to serve as an Advisory
Director.
  11.2  No
Inference . Nothing
herein shall be construed to create any employment relationship between any
Participant and the Company or any Participating Subsidiary nor infer that any
Advisory Director performs any policy-making function for, or participation in
the control of, the Company or any Participating Subsidiary.
  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 the
Participating Subsidiaries, and to make all other determinations necessary or
advisable for the administration of the Plan or to delegate such duties to the
Plan Administrator. Any determination of the Committee or interpretation or
other action made or taken by the Committee with respect to 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 Participating Subsidiaries
shall pay all other costs of the Plan and the Trust.
  **-5-**
 Section
13.  Amendment or Termination of the Plan
  13.1  Amendment
or Termination of the Plan . The
board of directors of the Company 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 such 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.
  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 and the Participating Subsidiaries 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-**
  EXHIBIT
“A”
  PARTICIPATING
SUBSIDIARIES
  TXU
Electric Company
 
  **-7-**