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<br />Exhibit D <br /> <br />February 13, 2006 <br /> <br />Mr. Geoffrey M. Gay, Esq. <br />Lloyd Gosselink <br />816 Congress Avenue, Suite 1900 <br />Austin, Texas 78701 <br /> <br />In re: Settlement Agreement between Steering Committee of Cities Served by TXU <br />Electric Delivery and TXU Electric Delivery Company <br /> <br />Dear Mr. Gay: <br /> <br />I hereby acknowledge that the Steering committee of Cities Serviced by TXU <br />Electric Delivery has the authority to act on behalf of the city of Paris, Paris, Texas <br />in the negotiation and execution of a settlement agreement with TXU Electric <br />Delivery Company. <br /> <br />I also represent that I am duly authorized by the City of Paris to sign this <br />letter. <br /> <br />Sincerely, <br /> <br />Tony N. Williams <br />City Manager <br /> <br />lap <br /> <br />-"I <br />