EXHIBIT 10(C)
RESTATED
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SUPPLEMENTAL RETIREMENT PLAN
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FOR EMPLOYEES OF THE TEXAS UTILITIES COMPANY SYSTEM
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(As restated effective January 1, 1995)
ARTICLE ONE
Purposes of the Program
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1.1 The Supplemental Retirement Plan for Employees of the Texas
Utilities Company System (the "Plan") was initially established, effective
January 1, 1983, and is hereby restated effective January 1, 1995, for the
purpose of providing benefits for Participants in excess of the limitations on
contributions and benefits imposed by relevant provisions of the Internal
Revenue Code on qualified defined benefit plans.
1.2 The Plan is established for the benefit of Participants as an
unfunded compensation arrangement; provided, however, Supplemental Retirement
Benefits for Eligible Participants shall be provided, in whole or in part, under
the Trust Agreement. Any Supplemental Retirement Benefits not payable under the
Trust shall be paid under the provisions of the Plan.
1.3 The Plan does not give Participants any rights not expressly granted
them in the Plan.
ARTICLE TWO
Definitions
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The following definitions apply to the Plan unless the context clearly
indicates otherwise:
2.1 "Adjusted Retirement Benefit" shall mean the Retirement Income
Allowance which would have been payable under the provisions of Section 7 of the
Retirement Plan without regard to Section 8 of the Retirement Plan and without
excluding from Earnings: (i) amounts awarded under the Annual Incentive Plan of
the Texas Utilities Company System or deferred under non-qualified executive
compensation plans and arrangements adopted from time to time by Employer-
corporations; and (ii) amounts in excess of the dollar maximum imposed on
Earnings, as defined in the Retirement Plan.
2.2 "Board of Directors" shall mean the Board of Directors of Texas
Utilities Company.
2.3 "Committee" shall mean the Retirement Committee for the Retirement
Plan for Employees of the Texas Utilities Company System.
2.4 "Company" shall mean Texas Utilities Company.
2.5 "Eligible Participant" shall mean a Participant eligible to receive
benefits under the Trust Agreement, as set forth in the Trust Agreement.
2.6 "Employer-corporation" shall mean the Company or any company, more
than 50% of the voting stock of which is owned directly or indirectly by the
Company, which has been approved for participation in, and which has adopted,
the Plan. "Employer-corporations" shall be used to refer to such companies
jointly or severally.
2.7 "Participant" shall mean each person who is entitled to receive a
benefit on or after January 1, 1983, under the Retirement
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Plan and whose Retirement Benefit is less than his Adjusted Retirement Benefit.
2.8 "Plan" shall mean the Supplemental Retirement Plan for Employees of
the Texas Utilities Company System as amended from time to time.
2.9 "Plan Administrator" shall mean the person or persons appointed by
the Board of Directors of Texas Utilities Company to assist in carrying out the
operation of the Plan and/or Trust Agreement.
2.10 "Plan Year" shall be the calendar year.
2.11 "Retirement Benefit" shall be the Retirement Income Allowance
payable to a Participant under the Retirement Plan.
2.12 "Retirement Plan" shall be the Retirement Plan for Employees of the
Texas Utilities Company System.
2.13 "Supplemental Retirement Benefit" shall be the monthly benefit
equal in amount to the difference between the installment of his Adjusted
Retirement Benefit and the installment of his Retirement Benefit, payable under
the same terms applicable to the payment of the Retirement Benefit.
2.14 "Trust Agreement" shall mean the trust agreement which establishes
the secular trust ("Trust") to provide benefits under the Plan for Eligible
Participants.
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ARTICLE THREE
Allocation of Costs
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3.1 The cost of providing the benefits payable under the Plan shall be
allocated to the Employer-corporation which is the employer of the Participant.
3.2 If a Participant has service with more than one of the Employer-
corporations which is relevant to benefits provided thereunder, the costs of
providing that portion of such benefits payable to such Participant shall be
borne on the basis of the accrued Supplemental Retirement Benefit as of date of
transfer of the employee from such Employer-corporation or shall be borne by the
Employer-corporation in the proportion which the salary paid by the Employer-
corporation bears to the aggregate salaries paid by all joint employers during
such joint employment.
3.3 The Company, as agent for the Employer-corporations, will pay all
Benefits provided hereunder and administer all transactions relating to the
Plan, except Benefits payable under the Trust shall be paid by the Trustee.
ARTICLE FOUR
Benefits
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4.1 A Participant shall be entitled to receive a Supplemental Retirement
Benefit, pursuant to the provisions of the Plan or the Trust; provided, however,
Benefits payable to Eligible Participants under the Trust shall be subject to
additional provisions set forth in the Trust Agreement, which provisions shall
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be controlling. To the extent that Benefits are paid out of the Trust, separate
accounts shall be maintained for each covered Participant.
4.2 Any Benefit payable hereunder, other than a Benefit payable under
the Trust Agreement, shall constitute a general unsecured obligation of Texas
Utilities Company.
ARTICLE FIVE
Miscellaneous
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5.1 The Board of Directors shall be vested with full power and authority
to amend the Plan or to terminate the Plan at any time. If the Plan is
terminated, all payments under the Plan, except those payable under the Trust,
shall cease unless the Board of Directors shall otherwise provide.
5.2 In the event of complete or partial termination of the Plan, or if
it is determined that amounts advanced to Texas Utilities Company by Employer-
corporations are in excess because of variances from actuarial computations,
except as provided in the Trust Agreement with respect to Benefits payable under
the Trust, applicable amounts shall be returned to each Employer-corporation as
its interest shall be determined.
5.3 The Committee shall have the same powers, duties and
responsibilities with respect to the administration of the Plan as provided in
Section 12 of the Retirement Plan; provided, however, the Board of Directors may
appoint a person or persons as Plan Administrator to assist in carrying out the
operation of the Plan
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and/or Trust Agreement. The powers, duties and responsibilities of the
Committee shall include specifically, but not by way of limitation, the
authority to carry out the policy of the Company that applicable remuneration
for a taxable year beginning after December 31, 1993, with respect to an
Eligible Participant, shall not exceed the level of deductibility provided for
in Section 162(m) of the Internal Revenue Code or any successor provision.
5.4 Any Employer-corporation, as defined herein, may participate under
this Plan upon approval of the Board of Directors and approval of the board of
directors of such Employer-corporation. Any Employer-corporation may, by action
of its board of directors, withdraw from participation in the Plan upon thirty
days prior notice to Texas Utilities Company.
5.5 THE PLAN SHALL BE CONSTRUED UNDER THE LAWS OF TEXAS.
Executed the 8th day of June , 1995.
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TEXAS UTILITIES COMPANY
By: /s/ Peter B. Tinkham
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Peter B. Tinkham
Plan Administrator
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