Common use of Retirement Benefit Clause in Contracts

Retirement Benefit. 3.1 If the Executive is employed with the Bank until reaching his Benefit Age this Subsection 3.1 shall be controlling with respect to retirement benefits. An actuarial evaluation shall be undertaken at such time as the Executive attains the Benefit Age for the purpose of determining the sufficiency of the Retirement Income Trust Fund Assets to provide the Executive with the Supplemental Retirement Income Benefit. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a lump sum contribution will be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be required. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all monthly payments due and owing hereunder the trustee of the Retirement Income Trust Fund shall pay to the Executive's Beneficiary the monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period. The Executive=s Accrued Benefit Account (if applicable), measured as of the Executive=s Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder the Bank shall pay to the Executive=s Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period.

Retirement Benefit. 3.1 If Within thirty (30) days following the Benefit Commencement Date, Executive is employed with the Bank until reaching his Benefit Age this Subsection 3.1 shall be controlling with respect to retirement benefits. An actuarial evaluation shall be undertaken at such time as paid the Executive attains the Benefit Age for the purpose of determining the sufficiency of the first annual Retirement Income Trust Fund Assets to provide the Executive with the Supplemental Retirement Income Benefit. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then plus a lump sum contribution will amount equal to the accrued balance in the Make-up Account, if any. Thereafter, Executive shall be made paid the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of his life. Upon Executive’s death, and if Executive’s spouse has not predeceased him, Executive’s spouse shall thereafter be entitled to receive, in an amount actuarially sufficient lieu of the full Retirement Benefit that would have been payable to enable the Executive absent his death, fifty percent (50%) of the annual Retirement Benefit on each anniversary of the Benefit Commencement Date for the remainder of her life (and in the event that the Benefit Commencement Date occurred as a result of Executive’s death, Executive’s spouse shall also receive within thirty (30) days following the Executive’s death a lump sum payment equal to receive the full Supplemental sum of (i) fifty percent (50%) of the annual Retirement Income BenefitBenefit and (ii) the accrued balance in the Make-up Account, if any). In Notwithstanding the foregoing, within ten (10) business days following the Benefit Commencement Date, Executive may elect for him and his spouse to receive, in lieu of the yearly Retirement Benefit set forth in this Section 2(a), an annual lifetime annuity benefit under a joint and survivor annuity based on the lives of Executive and his spouse that is the actuarial equivalent of one hundred percent (100%) of the yearly Retirement Benefits that would have otherwise been made to Executive and his spouse had no case will additional contributions be requiredsuch election occurred. In Notwithstanding anything herein to the contrary, in the event the Benefit Commencement Date occurs as the result of a Change in Control, Executive dies at any time after attaining his Benefit Ageshall receive within thirty (30) days of such Change in Control, but prior to commencement or completion of all monthly payments due and owing hereunder the trustee in lieu of the yearly Retirement Income Trust Fund shall pay Benefits provided by this Section 2(a), a lump sum amount equal to the Executive's Beneficiary actuarial present value of one hundred percent (100%) of the monthly installments (or yearly Retirement Benefits that would have otherwise been made to Executive following a continuation of such monthly installments if they have already commenced) for the balance of months remaining Benefit Commencement Date that was not a Change in the Payout PeriodControl. The Executive=s Accrued Benefit Account (if applicable), measured as following actuarial assumptions shall be applied for purposes of the Executive=s Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence preceding two sentences: Mortality: Based on the Executive=s Benefit Eligibility Date. In mortality rates under the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder the Bank shall pay to the Executive=s Beneficiary the same monthly installments 1994 Uninsured Pensioner Mortality Table (or a continuation of such monthly installments if they have already commencedUP-94) for the balance of months remaining in the Payout Period.Interest Rate: 6%

Retirement Benefit. 3.1 (a) Normal form of payment. ---------------------- If (i) the Executive is employed with the Bank until reaching his Benefit Early Retirement Age or Normal Retirement Age, and (ii) the Executive has not made a Timely Election to receive a lump sum benefit, this Subsection 3.1 3.1(a) shall be controlling with respect to retirement benefits. An actuarial evaluation The Retirement Income Trust Fund, measured as of the Executive's Benefit Age, shall be undertaken at annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive's Benefit Eligibility Date. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such time as balance is annuitized, which is less than the rate of return used to annuitize the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Executive attains (or his Beneficiary) shall distribute the Benefit Age for excess amounts attributable to the purpose greater-than-expected rate of determining return. The Executive may at anytime during the sufficiency Payout Period request to receive the unpaid balance of his Retirement Income Trust Fund in a lump sum payment. If such a lump sum payment is requested by the Executive, payment of the balance of the Retirement Income Trust Fund Assets to provide in such lump sum form shall be made only if the Executive with gives notice to both the Supplemental Retirement Income BenefitAdministrator and trustee in writing. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a Such lump sum contribution will payment shall be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be requiredpayable within thirty (30) days of such notice. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all monthly payments due and owing hereunder hereunder, (i) the trustee of the Retirement Income Trust Fund shall pay to the Executive's Beneficiary the monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period, or (ii) the Executive's Beneficiary may request to receive the unpaid balance of the Executive's Retirement Income Trust Fund in a lump sum payment. If a lump sum payment is requested by the Beneficiary, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Executive's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Executive's death. Such lump sum payment shall be payable within thirty (30) days of such notice. The Executive=s 's Accrued Benefit Account (if applicable), measured as of the Executive=s 's Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s 's Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder hereunder, (i) the Bank shall pay to the Executive=s 's Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period, or (ii) the Executive's Beneficiary may request to receive the remainder of any unpaid benefit payments in a lump sum payment. If a lump sum payment is requested by the Beneficiary, the amount of such lump sum payment shall be equal to the unpaid balance of the Executive's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Executive's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Executive's death. Such lump sum payment, if approved by the Board of Directors, shall be made within thirty (30) days of such Board of Director approval.

Retirement Benefit. 3.1 If TXUED shall arrange for each Transitioned Employee who immediately prior to their Employment Effective Date participated in the Executive is employed TXU Retirement Plan to be eligible after the Employment Effective Date for a comparable retirement benefit under the TXU Retirement Plan. Accordingly, each such Transitioned Employee shall be eligible to accrue service credit under the TXU Retirement Plan for service completed with the Bank until reaching his Vendor, consistent with regulatory imputed service rules and with the TXU Retirement Plan’s terms and conditions (the “Transitioned Employee Defined Benefit”). A Transitioned Employee who elects to retire under the TXU Retirement Plan will no longer accrue additional service credit under the Transitioned Employee Defined Benefit. Vendor shall provide the necessary employment information to TXUED for purposes of administering the Transitioned Employee Defined Benefit. The Base Services Charges for each Contract Year include no less than $10.6 million to fund and to administer the Transitioned Employee Defined Benefit Age this Subsection 3.1 and Vendor agrees to fund the cost of funding and administering the Transitioned Employee Defined Benefit up to an amount not to exceed $10.6 million for each Contract Year (which may include paying such amounts to TXUED so that TXUED may remit such amounts to the TXU Retirement Plan and/or its administrator); provided that TXUED shall have the right to notify Vendor prior to the commencement of any Contract Year, that commencing with such Contract Year and for the remainder of the Term, the Base Services Charges shall be controlling with respect to retirement benefitsreduced by $10.6 million per Contract Year (reflected as a 1/24 credit on each Bi-Monthly Invoice) and TXUED shall fund directly the costs of administering and funding the Transitioned Employee Defined Benefit for such Contract Year and all future Contract Years in which case Vendor shall not be responsible for any further costs of funding and administering the Transitioned Employee Defined Benefit for such Contract Year or any future Contract Year. An actuarial evaluation shall be undertaken at such time as the Executive attains the Benefit Age for the purpose of determining the sufficiency of the Retirement Income Trust Fund Assets to provide the Executive with the Supplemental Retirement Income Benefit. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a lump sum contribution will be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be required. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all monthly payments due and owing hereunder the trustee of the Retirement Income Trust Fund shall pay to the Executive's Beneficiary the monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period. The Executive=s Accrued Benefit Account (if applicable), measured as of the Executive=s Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder the Bank shall pay to the Executive=s Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period.EXHIBIT 2 MASTER AGREEMENT

Retirement Benefit. 3.1 (a) Normal form of payment. If (i) the Executive is employed with the Bank until reaching his Benefit Early Retirement Age or Normal Retirement Age, and (ii) the Executive has not made a Timely Election to receive a lump sum benefit, this Subsection 3.1 3.1(a) shall be controlling with respect to retirement benefits. An actuarial evaluation The Retirement Income Trust Fund, measured as of the Executive's Benefit Age, shall be undertaken at annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive's Benefit Eligibility Date. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such time as balance is annuitized, which is less than the rate of return used to annuitize the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Executive attains (or his Beneficiary) shall distribute the Benefit Age for excess amounts attributable to the purpose greater-than-expected rate of determining return. The Executive may at anytime during the sufficiency Payout Period request to receive the unpaid balance of his Retirement Income Trust Fund in a lump sum payment. If such a lump sum payment is requested by the Executive, payment of the balance of the Retirement Income Trust Fund Assets to provide in such lump sum form shall be made only if the Executive with gives notice to both the Supplemental Retirement Income BenefitAdministrator and trustee in writing. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a Such lump sum contribution will payment shall be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be requiredpayable within thirty (30) days of such notice. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all monthly payments due and owing hereunder hereunder, (i) the trustee of the Retirement Income Trust Fund shall pay to the Executive's Beneficiary the monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period, or (ii) the Executive's Beneficiary may request to receive the unpaid balance of the Executive's Retirement Income Trust Fund in a lump sum payment. If a lump sum payment is requested by the Beneficiary, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Executive's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Executive's death. Such lump sum payment shall be payable within thirty (30) days of such notice. The Executive=s 's Accrued Benefit Account (if applicable), measured as of the Executive=s 's Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s 's Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder hereunder, (i) the Bank shall pay to the Executive=s 's Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period, or (ii) the Executive's Beneficiary may request to receive the remainder of any unpaid benefit payments in a lump sum payment. If a lump sum payment is requested by the Beneficiary, the amount of such lump sum payment shall be equal to the unpaid balance of the Executive's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Executive's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Executive's death. Such lump sum payment, if approved by the Board of Directors, shall be made within thirty (30) days of such Board of Director approval.

Retirement Benefit. 3.1 If the Executive is employed with the Bank until reaching his Benefit Age this Subsection 3.1 shall be controlling with respect to retirement benefits. An actuarial evaluation shall be undertaken at such time as the Executive attains the Benefit Age for the purpose of determining the sufficiency of the Retirement Income Trust Fund Assets to provide the Executive with the Supplemental Retirement Income Benefit. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a lump sum contribution will be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be required. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all monthly payments due and owing hereunder hereunder, (i) the trustee of the Retirement Income Trust Fund shall pay to the Executive's ’s Beneficiary the monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period, or (ii) the Executive’s Beneficiary may request to receive the unpaid balance of the Executive’s Retirement Income Trust Fund in a lump sum payment. If a lump sum payment is requested by the Beneficiary, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Executive’s Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Executive’s death. Such lump sum payment shall be payable within thirty (30) days of such notice. The Executive=s ’s Accrued Benefit Account (if applicable), measured as of the Executive=s ’s Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s ’s Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder hereunder, the Bank shall pay to the Executive=s ’s Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period.

Retirement Benefit. 3.1 If the Executive is employed with the Bank until reaching his Benefit Age this Subsection 3.1 shall be controlling with respect to retirement benefits. An actuarial evaluation shall be undertaken at such time as the Executive attains the Benefit Age for the purpose of determining the sufficiency of the Retirement Income Trust Fund Assets to provide the Executive with the Supplemental Retirement Income Benefit. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a lump sum contribution will be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be required. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all monthly payments due and owing hereunder the trustee of the Retirement Income Trust Fund shall pay to the Executive's Beneficiary the monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period. The Executive=s 's Accrued Benefit Account (if applicable), measured as of the Executive=s 's Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s 's Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder the Bank shall pay to the Executive=s 's Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period.

Retirement Benefit. 3.1 (a) Normal form of payment If (i) the Executive is employed with the Bank until reaching his Benefit Age Retirement Age, and (ii) the Executive has not made a Timely Election to receive a lump sum benefit, this Subsection 3.1 3.1(a) shall be controlling with respect to retirement benefits. An actuarial evaluation Upon attaining his Benefit Age, the Retirement Income Trust Fund shall be undertaken at such time as become available to the Executive attains for any lump sum or period distributions which the Benefit Age for Executive may desire, provided reasonable notice of such distribution(s) is communicated by the purpose of determining Executive to the sufficiency trustee of the Retirement Income Trust Fund Assets to provide the Executive with the Supplemental Retirement Income Benefit. If the assets are actuarially determined to be insufficient to provide the Supplemental Retirement Income Benefit, then a lump sum contribution will be made in an amount actuarially sufficient to enable the Executive to receive the full Supplemental Retirement Income Benefit. In no case will additional contributions be requiredFund. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion complete liquidation of all monthly payments due and owing hereunder the trustee Retirement Income Trust Fund, the balance of the Retirement Income Trust Fund shall pay be paid to the Executive's Beneficiary the monthly installments (or in a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Periodlump sum. The Executive=s 's Accrued Benefit Account (if applicable), measured as of the Executive=s 's Benefit Age, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Executive=s 's Benefit Eligibility Date. In the event the Executive dies at any time after attaining his Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder hereunder, (i) the Bank shall pay to the Executive=s 's Beneficiary the same monthly installments (or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout Period, or (ii) the Executive' Beneficiary may request to receive the remainder of any unpaid benefit payments in a lump sum payment. If a lump sum payment is requested by the Beneficiary, the amount of such lump sum payment shall be equal to the unpaid balance of the Executive's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Executive's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Executive's death. Such lump sum payment, if approved by the Board of Directors, shall be made within thirty (30) days of such Board of Director approval.