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<br />EXHIBIT D <br /> <br />March <br /> <br />, 2005 <br /> <br />Mr. Geoffrey Gay <br />Lloyd Gosselink Blevins Rochelle Baldwin & Townsend, P.C. <br />111 Congress Avenue, Suite 1800 <br />Austin, Texas 78701 <br /> <br />Re: <br /> <br />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 Served by TXU Electric <br />Delivery has the authority to act on behalf of the City of in the negotiation and <br />execution of a settlement agreement with TXU Electric Delivery Company, dated February 22, <br />2005. <br /> <br />I also represent that I am duly authorized by the City of <br /> <br />to sign this letter. <br /> <br />Sincerely, <br /> <br />[Name] <br />[Position] <br />