Exhibit 10.1.2
AMENDMENT TO
TXU LONG-TERM INCENTIVE COMPENSATION PLAN
AWARD AGREEMENTS
THIS AMENDMENT TO TXU LONG-TERM INCENTIVE COMPENSATION PLAN AWARD
AGREEMENTS (the "Amendment") is made and entered into effective as of the 31st
day of December, 2004, by and between TXU CORP., a Texas corporation
("Company"), and __________, the undersigned Participant ("Participant").
WHEREAS, the Company and Participant have previously entered into one or
more Restricted Stock Award Agreements, as amended, and/or Performance Unit
Award Agreements ("Award Agreements"), each of which provide for the award of
performance units ("Performance Units"), distributable in cash, to Participant
under the TXU Long-Term Incentive Compensation Plan ("Plan");
WHEREAS, the Company and Participant now desire to amend each Award
Agreement to provide for the distribution of the Awards in the form of shares of
the Company's common stock, without par value, rather than in cash; and
WHEREAS, the Company and Participant desire and agree that this Amendment
shall be effective as of December 31, 2004.
NOW THEREFORE, in consideration of the covenants herein set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree to amend each Award Agreement as follows:
1. Payment of Award. Section 3(b) of each Award Agreement, relating to
the payment of the Award, is hereby deleted in its entirety and replaced with
the following new Section 3(b).
"(b) The value of the Award, as valued in accordance with the provisions of
the Section 3(a) above, shall be paid to Participant in the form of shares
of the Company's common stock, without par value ("Stock"), having an
aggregate value equal to the value of the Award based on the closing price
of the Stock on the Valuation Date. Such distribution of Stock shall be
made as soon as reasonably practicable following the Valuation Date."
2. Continued Effectiveness of Award Agreement. Except as amended hereby,
the Award Agreements shall remain in full force and effect in accordance with
their terms.
3. Definitions. Unless otherwise specified, each capitalized term used in
this Amendment shall have the same meaning given to such term in the Award
Agreements or the Plan, as applicable.
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Exhibit 10.1.2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the day and year first above written.
TXU CORP.
Address:
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Attn: Corporate Secretary By:_________________________________
PARTICIPANT
____________________________________
Date Signed ________________________
Address:
____________________________________
____________________________________
____________________________________
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