TXU Corp. Exhibit 10.l


    
      Exhibit
        10.l

       

      CONFIDENTIAL
        TREATMENT REQUESTED.

      CONFIDENTIAL
        PORTIONS OF THIS

      DOCUMENT
        HAVE BEEN REDACTED 

      AND
        HAVE BEEN SEPARATELY

      FILED
        WITH THE COMMISSION.

      


      EXECUTION
        COPY

    

     

     

    
 

    AMENDED
      AND RESTATED

    


    


    


    FIELD
      SERVICES AGREEMENT

    


    


    between

    


    


    TXU
      ELECTRIC DELIVERY COMPANY

    


    


    and

    


    


    INFRASTRUX
      ENERGY SERVICES GROUP LP

    


    


    


    


    Dated
      June 24, 2006

    


    


    


    
      
        
          
            TXUED
              AND
              VENDOR CONFIDENTIAL

            NYDB01
              17368821.15 24-Jun-06 19:23 

          

          
          

        

        
          
          

          
          

        

        
          
          

          
          

        

      

    

    

      EXECUTION
        COPY

      
 

      AMENDED
        AND RESTATED

      FIELD
        SERVICES AGREEMENT

    

     

    
 

    FIELD
      SERVICES AGREEMENT

    


    


    This
      Field Services Agreement (this “Services
      Agreement”)
      is
      entered into effective June 24, 2006 (the “Services
      Agreement Effective Date”)
      by and
      between TXU
      ELECTRIC DELIVERY COMPANY,
      a Texas
      corporation having a principal place of business at Lincoln Plaza, 500 N. Akard
      Street, Dallas, Texas 75201 (“TXUED”),
      and
INFRASTRUX
      ENERGY SERVICES GROUP LP,
      a
      Delaware limited partnership having a principal place of business at 115 W.
      7th
      Street,
      Fort Worth, Texas 76101 (“Vendor”).

     

    WHEREAS,
      simultaneously
      with entering into this Services Agreement, TXUED
      and
      Vendor have entered into the Master Agreement which establishes the overall
      contractual framework for TXUED’s and Vendor’s relationship and sets forth terms
      and conditions that apply to all Services provided by Vendor; and

     

    WHEREAS,
      TXUED desires to procure from Vendor, and Vendor desires to provide to TXUED,
      the field services described in this Services Agreement, on the additional
      terms
      and conditions specified herein.

     

    NOW
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, and of other good and valid consideration, the receipt and sufficiency
      of which is hereby acknowledged, TXUED and Vendor (collectively, the
“Parties”
and
      each, a “Party”)
      hereby
      agree as follows: 

     

    
      	
               

            	
              BACKGROUND
                AND CONDITIONS

            


    

    
      	
              1.1

            	
              TXUED
                desires that certain field services presently performed and managed
                by or
                for TXUED, as each is described in this Services Agreement, be performed
                and managed by Vendor.

            


    

     

    
      	
              1.2

            	
              If
                (a) the Closing Date (under and as defined in the Participation Agreement,
                dated June 24, 2006, among InfrastruX Group, Inc., a Washington
                corporation, TXU Asset Services Company LLC, a Delaware limited liability
                company, and (for certain limited purposes only) TXU Electric Delivery
                Company, a Texas corporation), has not occurred by December 31, 2006,
                as
                such date may be extended by the Parties, or (b) the Participation
                Agreement terminates for any reason prior to the Closing Date, then
                in
                either case this Services Agreement shall automatically terminate
                without
                action by either Party and neither Party shall have any liability
                to the
                other Party as a result of such
                termination.

            


    

     

    
      	
              2.

            	
              DEFINITIONS
                AND DOCUMENTS

            


    

     

    
      	
              2.1

            	
              Definitions.
                The terms used with initial capital letters in this Services Agreement
                shall have the meanings ascribed to them in this Services Agreement,
                Schedule
                A
                or
                in the Master Agreement. 

            


    

     

    
      	
              2.2

            	
              Other
                Services Agreement Terms. 

            


    

    
    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        1

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	 	
              (a)

            	
              This
                Services Agreement is a “Services Agreement” under and as defined in the
                Master Agreement. References to Services Agreements in the Master
                Agreement and the other Services Agreements shall include this Services
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              The
                provisions of the Master Agreement are incorporated herein by
                reference.

            


    

     

    
      	 	
              (c)

            	
              In
                the event of a conflict between the Master Agreement and this Services
                Agreement, the terms of the Master Agreement shall prevail. In the
                event
                of a conflict between the Master Agreement and any Schedule hereto,
                the
                terms of the Master Agreement shall
                prevail.

            


    

     

    
      	 	
              (d)

            	
              In
                the event of a conflict between this Services Agreement and any Schedule
                hereto, the terms of this Services Agreement shall
                prevail.

            


    

     

    
      	 	
              (e)

            	
              All
                references to this Services Agreement shall include the Schedules
                and
                other attachments to this Services Agreement, unless otherwise
                specified.

            


    

     

    
      	
              3.

            	
              TERM

            


    

     

    
      	
              3.1

            	
              Initial
                Services Agreement Term.
                The initial term of this Services Agreement shall commence as of
                12:00:01
                a.m., Central Time, on the Services Agreement Effective Date and
                continue
                until the later of (a) 11:59:59 p.m., Central Time, on the tenth
                (10th)
                anniversary of the Services Agreement Commencement Date and (b) such
                date
                as of which the aggregate amount specified in Section
                1.2(c)
                of
                the Master Agreement has been spent by TXUED, unless this Services
                Agreement is terminated earlier as provided herein or in the Master
                Agreement, in which case the initial term of this Services Agreement
                shall
                end at 11:59:59 p.m., Central Time, on the effective date of such
                termination (the “Initial
                Services Agreement Term”).

               

            


    

    
      	
              3.2

            	
              Extension.
                If
                TXUED desires to renew this Services Agreement after the Initial
                Services
                Agreement Term or any Services Agreement Renewal Term, TXUED shall
                provide
                written notice to Vendor of its desire to do so at least one hundred
                and
                eighty (180) days prior to the expiration of the Initial Services
                Agreement Term or the then current Services Agreement Renewal Term.
                Unless
                Vendor notifies TXUED within fifteen (15) days of receipt of such
                notice
                that Vendor does not desire to renew this Services Agreement, the
                Parties
                shall thereafter negotiate in good faith with respect to the terms
                and
                conditions upon which the Parties may renew this Services Agreement
                and
                thereafter execute such renewal (each, a “Services
                Agreement Renewal Term”).
                In the event the Parties are unable to reach agreement and execute
                such
                renewal at least one-hundred twenty (120) days prior to the expiration
                of
                the Initial Services Agreement Term or the then current Services
                Agreement
                Renewal Term, TXUED may, at its sole option, by delivery of notice
                to
                Vendor at least ninety (90) days prior to the expiration of the Initial
                Services Agreement Term or the then current Services Agreement Renewal
                Term, extend the Initial Services Agreement Term or the then current
                Services Agreement Renewal Term for one (1) additional period of
                up to
                twelve (12) months (the exact period of which shall be specified
                in
                TXUED’s notice of extension) on terms and conditions then in effect. The
                Initial Services Agreement Term and the Services Agreement Renewal
                Terms,
                if any, are collectively referred to as the “Services
                Agreement Term”.

               

            


    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        2

      

      
        
        

      

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	
              4.

            	
              SERVICES

            


    

     

    
      	
              4.1

            	
              Overview.
                In addition to the Services described in the Master Agreement, for
                purposes of this Services Agreement the Services shall include the
                following, as they may be supplemented, enhanced, modified or replaced
                in
                accordance with the terms of the Master Agreement and this Services
                Agreement:

               

            


    

     

    
      	 	
              (a)

            	
              the
                Services set forth in this Services Agreement (including in Schedule
                E),
                which include the following:

               

            


    

     

    
      	 	
              (i)

            	
              the
                Transition Services, as described in Section
                4.2
                and Schedule
                B;

            


    

    


    
      	 	
              (ii)

            	
              the
                Transformation Services, as described in Section
                4.2
                and Schedule
                S;

               

            


    

    
      	 	
              (iii)

            	
              the
                Termination Assistance Services, as described in Section
                4.3
                and Schedule
                I;
                and

               

            


    

    
      	 	
              (iv)

            	
              unless
                otherwise agreed by the Parties, the services, functions and
                responsibilities (y) specified in or reasonably inferable from the
                TXUED
                2004 Base Case, if any, attached to this Services Agreement and/or
                (z)
                performed during the twelve (12) months preceding the Services Agreement
                Effective Date by TXUED Affected Personnel as reasonably demonstrated
                by
                TXUED, or upon TXUED’s request, demonstrated by the Transitioned Employees
                acting in good faith.

            


    

    


    
      	 	
              (b)

            	
              TXUED
                may identify new or additional work activities to be performed by
                Vendor
                (including work activities that would otherwise be treated as New
                Services) or reprioritize or reset the schedule for existing work
                activities to be performed by Vendor. Vendor shall use commercially
                reasonable efforts to perform such work activities without impacting
                the
                established schedule for other tasks or the performance of the Services,
                including in accordance with the Service Levels. Subject to the Change
                Control Process, if it is not possible to avoid such an impact, Vendor
                shall notify TXUED of the anticipated impact and the amount of any
                additional Charges applicable to such work activities in accordance
                with
                the applicable rates set forth in Exhibit
                11,
                and obtain TXUED’s consent prior to proceeding with such work activities.
                Vendor shall not begin performing any such work activities until
                the TXUED
                Service Delivery Executive has provided Vendor with authorization
                to
                perform such work activities. TXUED, in its sole discretion, may
                forego or
                delay such work activities or temporarily adjust the work to be performed
                by Vendor, the schedules associated therewith or the Service Levels
                to
                permit the performance by Vendor of such work
                activities.

            


    

    
    

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        3

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              4.2

            	
              Transition
                Services and Transformation Services.
                

               

            


    

    
      	 	
              (a)

            	
              Transition.
                During the Transition Period, Vendor shall perform the Transition
                Services
                and provide the deliverables in accordance with the terms and conditions
                set forth in the Transition Plan. If any services, functions or
                responsibilities not specifically described in the Transition Plan
                are an
                inherent or necessary part of the Transition Services, they shall
                be
                deemed to be included within the scope of the Transition Services
                to be
                delivered, as if such services, functions or responsibilities were
                specifically described in the Transition Plan. During the Transition
                Period, TXUED will only be required to perform those tasks which
                are
                designated to be TXUED’s responsibility in the Transition Plan. Unless
                otherwise agreed, TXUED shall not incur any charges, fees or expenses
                payable to Vendor or third parties in connection with the Transition
                Services, other than those charges, fees and expenses specified in
                Section
                10.1(e)
                of
                the Master Agreement and those incurred by TXUED in connection with
                its
                performance of tasks designated in the Transition Plan as TXUED’s
                responsibility.

            


    

    


    
      	 	
              (b)

            	
              Transition
                Plan.
                The
                initial Transition Plan is attached to this Services Agreement as
                Schedule
                B.
                No later than thirty (30) days following the Services Agreement Effective
                Date, Vendor shall prepare and deliver to TXUED a detailed Transition
                Plan. The proposed detailed Transition Plan shall describe in greater
                detail the specific transition activities to be performed by Vendor,
                and,
                unless otherwise agreed by TXUED, shall be consistent in all material
                respects with the initial Transition Plan, including the activities,
                deliverables and Transition Milestones described therein. The Parties
                shall work collaboratively to revise and finalize the Transition
                Plan.
                Vendor shall address and resolve any questions or concerns TXUED
                may have
                as to any aspect of the proposed detailed Transition Plan and incorporate
                any modifications, additions or deletions into such Transition Plan
                reasonably requested by TXUED. The Transition Plan shall be subject
                to
                mutual agreement of the Parties. When agreed upon by the Parties,
                the
                detailed Transition Plan shall be appended to and incorporated in
                this
                Services Agreement as Schedule B.1.

               

            


    

    
      	 	
              (c)

            	
              Content
                of Transition Plan.
                The detailed Transition Plan shall identify,
                among other things, (i) the transition activities to be performed
                by
                Vendor and the significant components and subcomponents of each such
                activity, (ii) the deliverables to be completed by Vendor, (iii)
                the
                date(s) by which each such activity or deliverable is to be completed
                (the
                “Transition
                Milestones”),
                (iv) a
                process and set of standards acceptable to the Parties to which Vendor
                will adhere in the performance of the Transition Services and that
                will
                enable the Parties to determine whether Vendor has successfully completed
                the transition and the activities and deliverables associated with
                each
                Transition Milestone;
                provided, however, that to the extent the Transition Plan does not
                contain
                any such criteria
                for any given Transition Milestone, then successful completion of
                such
                Transition Milestone shall be subject to approval by TXUED, such
                approval
                not to be unreasonably withheld or delayed under the circumstances,
                (v) a
                process for TXUED to delay Vendor from proceeding with any part of
                the
                transition, either current or future plans, or to alter the timing
                for
                implementation,
                with appropriate modifications of Transition Milestones
                (if necessary),
                of
                parts of the Services if TXUED determines that any part of the transition
                poses a risk or hazard to TXUED’s business interests, (vi) the
                contingency or risk mitigation strategies to be employed by Vendor
                in the
                event of disruption or delay, (vii)
                any
                transition responsibilities to be performed or transition resources
                to be
                provided by TXUED and (viii) a detailed work plan identifying the
                specific
                transition activities to be performed by Vendor Personnel (at the
                individual or team level, as appropriate) on a weekly basis during
                the
                Transition Period.

            


    

    
    

     

     

     

     

    
      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

    

    
      
        
        

      

      
        
        

        4

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

       

    

    
      	 	
              (d)

            	
              Performance.
                Vendor and TXUED shall perform the Transition Services described
                in the
                Transition Plan in accordance with the Transition Milestones. Vendor
                shall
                use commercially reasonable efforts to provide all cooperation and
                assistance reasonably required or requested by TXUED in connection
                with
                TXUED’s evaluation or testing of the deliverables set forth in the
                Transition Plan. Vendor shall perform the Transition Services in
                a
                professional and workmanlike manner that, except as may be expressly
                provided otherwise in the Transition Plan, will not (i) materially
                adversely impact the business or operations of TXUED, (ii) materially
                degrade the Services then being received by TXUED, or (iii) materially
                interfere with the ability of TXUED to obtain the Services, except
                as may
                be otherwise provided in the Transition Plan. Prior to undertaking
                any
                transition activity, Vendor shall discuss with TXUED all TXUED-specific
                material risks known to Vendor and shall not proceed with such activity
                until TXUED is reasonably satisfied with the plans with regard to
                such
                risks. Vendor shall identify and resolve, with TXUED’s reasonable
                assistance, any problems that may impede or delay the timely completion
                of
                each task in the Transition Plan that is Vendor’s responsibility and shall
                use commercially reasonable efforts to assist TXUED with the resolution
                of
                any problems that may impede or delay the timely completion of each
                task
                in the Transition Plan that is TXUED’s responsibility. The
                transition and the activities and deliverables associated with individual
                Transition Milestones shall be deemed complete if they successfully
                meet
                the measurable success criteria identified in the Transition
                Plan;
                provided, however, that to the extent the Transition Plan does not
                contain
                any such criteria for any given Transition Milestone, then successful
                completion of the
                transition and the activities and deliverables associated with individual
                Transition Milestones shall be subject to approval by TXUED, such
                approval
                not to be unreasonably withheld.

            


    

    


    
      	 	
              (e)

            	
              Reports/Meetings.
                Vendor shall meet with TXUED, as reasonably requested by TXUED, to
                report
                on its progress in performing its responsibilities and meeting the
                timetable set forth in the Transition Plan. Vendor also shall provide
                written reports to TXUED regarding such matters, and shall provide
                oral
                reports, each as reasonably requested by TXUED. Promptly upon receiving
                any information indicating that Vendor may not perform its
                responsibilities or meet the timetable set forth in the Transition
                Plan,
                Vendor shall notify TXUED in writing of material delays and shall
                identify
                for TXUED’s consideration and approval specific measures to address such
                delay and mitigate the risks associated
                therewith.

            


    

    
    

     

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        5

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

    

    
      	 	
              (f)

            	
              Reserved.

            


    

    


    
      	 	
              (g)

            	
              Transformation.
                During the period that commences on the Services Agreement Commencement
                Date and expires 11:59:59 p.m., Central Time, on the date specified
                for
                the completion of the Transformation Services as specified in the
                Transformation Plan, unless expressly extended in writing by TXUED
                (the
                “Transformation
                Period”),
                Vendor shall perform the Transformation Services and provide the
                deliverables in accordance with the terms and conditions set forth
                in the
                Transformation Plan. If any services, functions or responsibilities
                not
                specifically described in the Transformation Plan are an inherent
                or
                necessary part of the Transformation Services, they shall be deemed
                to be
                included within the scope of the Transformation Services to be delivered,
                as if such services, functions or responsibilities were specifically
                described in the Transformation Plan. During the Transformation Period,
                TXUED will only be required to perform those tasks which are designated
                to
                be TXUED’s responsibility in the Transformation Plan. Unless otherwise
                agreed, TXUED shall not incur any charges, fees or expenses payable
                to
                Vendor or third parties in connection with the Transformation Services,
                other than those incurred by TXUED in connection with its performance
                of
                tasks designated in the Transformation Plan as TXUED’s
                responsibility.

            


    

    


    
      	 	
              (h)

            	
              Transformation
                Plan.
                The
                initial Transformation Plan is attached to this Services Agreement
                as
                Schedule
                S.
                During the sixty (60) days immediately following the Services Agreement
                Commencement Date, Vendor shall prepare and deliver to TXUED a detailed
                Transformation Plan. The proposed detailed Transformation Plan shall
                describe in greater detail the specific transformation activities
                to be
                performed by Vendor, but, unless otherwise agreed by TXUED, shall
                be
                consistent in all material respects with the initial Transformation
                Plan
                including the activities, deliverables and Transformation Milestones
                described therein. The Parties shall work collaboratively to revise
                and
                finalize the Transformation Plan. Vendor shall address and resolve
                any
                questions or concerns TXUED may have as to any aspect of the proposed
                detailed Transformation Plan and incorporate any modifications, additions
                or deletions to such Transformation Plan reasonably requested by
                TXUED.
                The Transformation Plan shall be subject to mutual agreement of the
                Parties. When agreed upon by the Parties, the detailed Transformation
                Plan
                shall be appended to and incorporated in this Services Agreement
                as
                Schedule S.1.

            


    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

       

    

    
      
        
        

      

      
        
        

        6

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

    

    
      	 	
              (i)

            	
              Content
                of Transformation Plan.
                The detailed Transformation Plan shall identify,
                among other things, (i) the transformation activities to be performed
                by
                Vendor and the significant components and subcomponents of each such
                activity, (ii) the deliverables to be completed by Vendor, (iii)
                the
                anticipated date(s) by which each such activity or deliverable is
                to be
                completed (the “Transformation
                Milestones”),
                (iv) a
                process and set of standards acceptable to the Parties to which Vendor
                will adhere in the performance of the Transformation Services and
                that
                will enable the Parties to determine whether Vendor has successfully
                completed the transformation and the activities and deliverables
                associated with each Transformation Milestone; provided, however,
                that to
                the extent the Transformation Plan does not contain any such criteria
                for
                any given Transformation Milestone, then successful completion of
                such
                Transformation Milestone shall be subject to approval by TXUED, such
                approval not to be unreasonably withheld or delayed under the
                circumstances, (v) a process for TXUED to delay Vendor from proceeding
                with any part of the transformation, either current or future plans,
                or to
                alter the timing for implementation,
                with appropriate modifications of Transformation Milestones (if
                necessary),
                of
                parts of the Services if TXUED determines that any part of the
                transformation poses a risk or hazard to TXUED’s business interests, (vi)
                the
                contingency or risk mitigation strategies to be employed by Vendor
                in the
                event of disruption or delay, (vii)
                any
                transformation responsibilities to be performed or transformation
                resources to be provided by TXUED and (viii) a detailed work plan
                identifying the specific transformation activities to be performed
                by
                Vendor Personnel during the Transformation Period at the individual
                or
                team level and on such periodic basis as agreed upon by the Parties,
                in
                each case as appropriate.

            


    

    


    
      	 	
              (j)

            	
              Performance.
                Vendor and TXUED shall perform the Transformation Services described
                in
                the Transformation Plan in accordance with the Transformation Milestones.
                Vendor shall use commercially reasonable efforts to provide all
                cooperation and assistance reasonably required or requested by TXUED
                in
                connection with TXUED’s evaluation or testing of the deliverables set
                forth in the Transformation Plan. Vendor shall perform the Transformation
                Services in a professional and workmanlike manner that, except as
                may be
                expressly provided otherwise in the Transformation Plan, will not
                (i)
                materially adversely impact the business or operations of TXUED,
                (ii)
                materially degrade the Services then being received by TXUED or (iii)
                materially interfere with the ability of TXUED to obtain the Services,
                except as may be otherwise provided in the Transformation Plan. Prior
                to
                undertaking any transformation activity, Vendor shall discuss with
                TXUED
                all TXUED-specific material risks known to Vendor and shall not proceed
                with such activity until TXUED is reasonably satisfied with the plans
                with
                regard to such risks. Vendor shall identify and resolve, with TXUED’s
                reasonable assistance, any problems that may impede or delay the
                timely
                completion of each task in the Transformation Plan that is Vendor’s
                responsibility and shall use commercially reasonable efforts to assist
                TXUED with the resolution of any problems that may impede or delay
                the
                timely completion of each task in the Transformation Plan that is
                TXUED’s
                responsibility. The
                transformation and the activities and deliverables associated with
                individual Transformation Milestones shall be deemed complete if
                they
                successfully meet the measurable success criteria identified in the
                Transformation Plan; provided, however, that to the extent the
                Transformation Plan does not contain any such criteria for any given
                Transformation Milestone, then successful completion of the
                transformation and the activities and deliverables associated with
                individual Transformation Milestones shall be subject to approval
                by
                TXUED, such approval not to be unreasonably
                withheld.

            


    

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        7

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (k)

            	
              Reports/Meetings.
                Vendor shall meet with TXUED, as reasonably requested by TXUED, to
                report
                on its progress in performing its responsibilities and meeting the
                timetable set forth in the Transformation Plan. Vendor also shall
                provide
                written reports to TXUED regarding such matters, and shall provide
                oral
                reports, each as reasonably requested by TXUED. Promptly upon receiving
                any information indicating that Vendor may not perform its
                responsibilities or meet the timetable set forth in the Transformation
                Plan, Vendor shall notify TXUED in writing of material delays and
                shall
                identify for TXUED’s consideration and approval specific measures to
                address such delay and mitigate the risks associated
                therewith.

               

            


    

    
      	
              4.3

            	
              Termination
                Assistance Services. Upon
                notice in accordance with Section
                4.2(b)
                of
                the Master Agreement, clauses (a) through (d) of this Section shall
                apply.

            


    

     

    
      	 	
              (a)

            	
              General.

            


    

    


    
      	 	
              (i)

            	
              Scope.
                For purposes of this Services Agreement, Termination Assistance Services
                shall include the Termination Assistance Services described in this
                Section
                4.3
                as
                well as Schedule
                I.

            


    

    


    
      	 	
              (ii)

            	
              General
                Support.
                Vendor shall provide TXUED with a written termination assistance
                plan
                describing the Termination Assistance Services to be provided to
                TXUED (a
                “Termination
                Assistance Plan”).
                Such Termination Assistance Plan shall be subject to mutual agreement
                by
                the Parties, and shall describe, among other subjects, the obligations
                and
                responsibilities of each of Vendor and TXUED, including Vendor’s
                obligation to (A) continue to provide the Services in effect immediately
                prior to the commencement of Termination Assistance Services, until
                such
                time as the Services are transitioned from Vendor to TXUED or to
                TXUED’s
                designee(s) (subject to Section
                4.2(d)
                of
                the Master Agreement), (B) develop facilities planning, systems planning,
                human resources planning and other planning necessary to effect the
                transition, (C) perform consulting services as requested to assist
                in
                implementing the Termination Assistance Plan, (D) train personnel
                designated by TXUED in the use of any Resources used in connection
                with
                the provision of the Services that will be transitioned to TXUED
                or its
                designee, (E) catalog all Resources, TXUED Data and Third Party Contracts
                necessary to provide the Services, (F) analyze and report on any
                requirements needed for the TXUED Data and the Software necessary
                to
                provide the Services, (G) assist in the execution of a parallel operation,
                data migration and testing process until the transition to TXUED
                has been
                successfully completed, (H) create and provide copies of the TXUED
                Data in
                the format and on the media reasonably requested by TXUED, (I) provide
                a
                complete and up-to-date electronic copy of the Policy and Procedures
                Manual in the format and on the media reasonably requested by TXUED
                and
                (J) provide other business process assistance as requested by
                TXUED.

            


    

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        8

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

       

    

    
      	 	
              (iii)

            	
              Fees
                for Termination Assistance Services.
                TXUED shall pay Vendor for Termination Assistance Services as set
                forth in
                Exhibit
                11
                to
                the Master Agreement.

            


    

    


    
      	 	
              (iv)

            	
              Asset
                Maintenance. Vendor
                shall maintain all assets necessary to perform the Services during
                the
                term of this Services Agreement.

            


    

    


    
      	 	
              (b)

            	
              Rights
                Upon Expiration or any Termination.
                Upon TXUED’s request:

            


    

    


    
      	 	
              (i)

            	
              Upon
                completion of the Termination Assistance Services with respect to
                any
                Vendor Owned Materials that are not generally available and are necessary
                to provide the Services and not otherwise sold to TXUED in accordance
                with
                clause (iv) below (excluding labor, CableCure® Technology, the Vendor ERP
                System and off-the-shelf Materials that are generally commercially
                available), Vendor shall, and shall cause Vendor’s Affiliates to, deliver
                to TXUED or its designee(s) a copy of such Vendor Owned Materials
                and
                related documentation in the form in use to provide the Services,
                and
                TXUED shall have the rights described in Section
                12.2(c)
                in
                respect of such Vendor Owned Materials for a fee reflecting the fair
                market value of the license, as shall be determined by an agreed-upon
                appraisal. Commencing upon the completion of the Termination Assistance
                Services, Vendor shall, and shall cause Vendor’s Affiliates to, offer
                TXUED and its designee(s) maintenance, support and other services
                for such
                Vendor Owned Materials on reasonable commercial terms and conditions
                for a
                term not to exceed two (2) years and for reasonable fees and
                charges. 

            


    

    


    
      	 	
              (ii)

            	
              Upon
                completion of the Termination Assistance Services, with respect to
                all
                Vendor Licensed Materials that are not generally available and are
                necessary to provide the Services and not otherwise transferred or
                assigned to TXUED in accordance with clause (iii) below (excluding
                labor,
                CableCure® Technology, the Vendor ERP System and off-the-shelf Materials
                that are generally commercially available), Vendor shall, and shall
                cause
                Vendor’s Affiliates to, to the extent permitted under Vendor’s agreements
                with third parties that are not Vendor’s Affiliates, deliver to TXUED or
                its designee(s) a copy of such Vendor Licensed Materials (including
                source
                code) and related documentation in the form in use to provide the
                Services, and TXUED shall have those rights described in Section
                12.2(d)
                in
                respect of such Vendor
                Licensed Materials. Any such sublicense shall be subject to the
                following:

            


    

     

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        9

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	 	
              (1)

            	
              TXUED’s
                and its designee(s)’s use of such Vendor Licensed Materials shall be
                subject to the license terms governing such Vendor Licensed Materials
                of
                which TXUED is made aware;

            


    

    


    
      	 	
              (2)

            	
              TXUED
                shall be responsible for its designee’s failure to comply with such
                license terms; and

            


    

    


    
      	 	
              (3)

            	
              TXUED
                agrees, under and in accordance with Section
                15.4
                of
                the Master Agreement, to indemnify, defend and hold harmless Vendor,
                Vendor’s Affiliates and their officers, directors, employees, agents,
                representatives, successors and assigns from and against any and
                all
                Losses due to third party claims arising from or in connection with
                violation of such license terms by TXUED or its
                designee(s).

            


    

    


    Commencing
      upon the completion of the Termination Assistance Services, Vendor shall, and
      shall cause Vendor’s Affiliates to, at TXUED’s or its designee(s)’ option and
      expense, use commercially reasonable efforts to arrange for maintenance, support
      and other services to continue to be available to TXUED and its designee(s)
      for
      a reasonable term (to the extent it has been available to Vendor or Vendor’s
      Affiliates) in respect of Vendor Licensed Materials that are sublicensed by
      Vendor to TXUED or its designees. 

    


    
      	 	
              (iii)

            	
              Upon
                completion of the Termination Assistance Services, with respect to
                any
                Third Party Contracts for (A) any Vendor Licensed Materials (excluding
                labor, CableCure® Technology, the Vendor ERP System and off-the-shelf
                Materials that are generally commercially available), (B) any third
                party
                services and (C) any Vendor Licensed Resources (excluding labor,
                CableCure® Technology, the Vendor ERP System and off-the-shelf Resources
                that are generally commercially available), in each case which are
                necessary to provide and are being used solely to provide the Services
                to
                TXUED, Vendor shall, and shall cause Vendor’s Affiliates to, (X) deliver
                to TXUED or its designee(s) such Vendor Licensed Materials (including
                source code) and such Vendor Licensed Resources (and any related
                documentation) in the form in use to provide the Services and (Y)
                transfer
                or assign such Third Party Contracts to TXUED or its designee(s)
                to the
                extent such rights were obtained under Section
                12.2(d) or Section 12.2(e),
                as applicable. Commencing upon the completion of the Termination
                Assistance Services, Vendor shall, and shall cause Vendor’s Affiliates to,
                at TXUED’s or its designee(s)’ option and expense, use commercially
                reasonable efforts to arrange for maintenance, support and other
                services
                to continue to be available to TXUED and its designee(s) for a reasonable
                term (to the extent it has been available to Vendor or Vendor’s
                Affiliates) in respect of such Vendor Licensed Materials and
                Resources.

            


    

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        10

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	 	
              (iv)

            	
              Upon
                completion of the Termination Assistance Services, with respect to
                Vendor
                Owned Resources (excluding labor, CableCure® Technology, the Vendor ERP
                System and off-the-shelf Resources that are generally commercially
                available, but including other Vendor Owned Materials) which are
                not
                generally available and are necessary to provide and being used solely
                to
                provide the Services to TXUED, Vendor shall, and shall cause Vendor’s
                Affiliates to, (A) deliver to TXUED or its designee(s) such Vendor
                Owned
                Resources and any related documentation in the form in use to provide
                the
                Services, and (B) sell to TXUED or its designee(s) such Vendor Owned
                Resources, free and clear of all liens, security interests or other
                encumbrances. The sale of such Vendor Owned Resources shall be at
                fair
                market value, as shall be determined by an agreed-upon appraisal.
                Commencing upon the completion of the Termination Assistance Services,
                Vendor shall, and shall cause Vendor’s Affiliates to, offer TXUED and its
                designee(s) maintenance, support and other services for any Vendor
                Owned
                Materials comprising such Vendor Owned Resources on reasonable commercial
                terms and conditions for a term not to exceed two (2) years and for
                reasonable fees and charges. In addition, Vendor shall, and shall
                cause
                Vendor’s Affiliates to, at TXUED’s or TXUED’s designee(s)’ option and
                expense, use commercially reasonable efforts to arrange for maintenance,
                support and other services to continue to be available to TXUED and
                its
                designee(s) for a reasonable term (to the extent it has been available
                to
                Vendor or Vendor’s Affiliates) in respect of all other Vendor Owned
                Resources that are sold to TXUED.

            


    

    


    
      	 	
              (v)

            	
              In
                the event that the Master Agreement or this Services Agreement is
                terminated by TXUED for Vendor’s breach (including any termination by
                TXUED under Section
                18.1(a)
                of
                the Master Agreement or Section
                14.1(a)
                of
                this Services Agreement), then Vendor (not TXUED) shall pay any
                transfer,
                assignment, switching, termination or other fees
                or costs in connection with
                (A) the transfer or assignment of any Third
                Party Contracts
                under Section
                4.3(b)(iii)
                and (B) the procurement of any new licenses under Section
                4.3(b)(ii),
                provided the rights granted under such new licenses are of the same
                scope
                as the rights granted to Vendor under its original
                license.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        11

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (c)

            	
              Hiring
                of Vendor Personnel.
                Upon
                TXUED’s request, with respect to the Vendor Personnel performing the
                applicable Termination Assistance Services, Vendor shall not terminate
                (except for Cause, as such term is defined in Exhibit
                2
                to
                the Master Agreement), reassign or otherwise remove from TXUED’s account
                any such Vendor Personnel until after the end of the applicable
                Termination Assistance Services period. Notwithstanding Section
                19.16
                of
                the Master Agreement, upon TXUED’s request, with respect to the Vendor
                Personnel the primary responsibilities of which involve performing
                the
                applicable Termination Assistance Services but excluding any such
                vendor
                personnel who were employees of InfrastruX Group, Inc. or any of
                its
                Affiliates immediately prior to the Services Agreement Effective
                Date (the
                “Affected
                Vendor Personnel”),
                Vendor shall not (i) terminate (except for Cause, as such term is
                defined
                in Exhibit
                2
                to
                the Master Agreement), reassign or otherwise remove from TXUED’s account
                any Affected Vendor Personnel until after the end of the applicable
                Termination Assistance Services period and (ii) to the extent not
                prohibited by Law: (A) provide TXUED with each Affected Vendor Personnel’s
                name, position and title and a description of job responsibilities
                and
                compensation package; (B) provide TXUED and its designee(s) full
                access to
                such Affected Vendor Personnel; and (C) allow TXUED and its designee(s)
                to
                meet with, solicit and hire such Affected Vendor Personnel without
                interference (including counter-offers) from Vendor or Vendor’s
                Affiliates. Vendor shall, and shall cause Vendor’s Affiliates to, waive
                its rights, if any, under contracts with such personnel restricting
                the
                ability of such personnel to be recruited or hired by TXUED (including
                waiving any right to restrict such personnel via non-compete agreements
                or
                other contractual means). TXUED shall conduct the above-described
                hiring
                activity in a manner that is not unnecessarily disruptive of the
                performance by Vendor of its obligations under this Services
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              Termination
                Assistance Services Upon Partial Termination.
                If there is a partial termination of this Services Agreement or a
                resourcing or insourcing of any Services under this Services Agreement
                (to
                the extent expressly permitted by this Agreement), then Sections
                4.2(a),
                4.2(b)
                and 4.2(c)
                shall apply only with respect to the Services being so terminated,
                resourced or insourced and only to the extent the applicable Resources,
                Materials, Third Party Contracts or Vendor Personnel are not needed
                by
                Vendor to provide the remaining
                Services.

            


    

     

    
      	
              4.4

            	
              Use
                of Third Parties.
                

            


    

     

    
      	 	
              (a)

            	
              Vendor
                Cooperation.
                Vendor shall fully cooperate with and work in good faith with TXUED
                or
                TXUED Third Party Contractors as described in Schedule
                E
                or
                requested by TXUED. Such cooperation may include: (i) timely providing
                access to any facilities being used to provide the Services, as necessary
                for TXUED Personnel or TXUED Third Party Contractors to perform the
                work
                assigned to them, provided that TXUED shall ensure that all TXUED
                Personnel and TXUED Third Party Contractors comply with Vendor’s policies,
                rules and regulations applicable to Vendor Facilities (including
                with
                respect to security, confidentiality and regulatory issues) of which
                TXUED
                has been provided prior notice, (ii) timely providing reasonable
                electronic and physical access to the business processes and Resources
                (other than facilities) used by Vendor to provide the Services to
                the
                extent necessary and appropriate for TXUED Personnel or TXUED Third
                Party
                Contractors to perform the work assigned to them, provided that TXUED
                shall ensure that all TXUED Personnel and TXUED Third Party Contractors
                comply with Vendor’s policies, rules and regulations applicable to such
                business processes and Resources (including with respect to security,
                confidentiality and regulatory issues) of which TXUED has been provided
                prior notice, (iii) timely providing written requirements, standards,
                policies or other documentation for the business processes used by
                Vendor
                in connection with the Services or (iv) any other cooperation or
                assistance reasonably necessary for TXUED Personnel or TXUED Third
                Party
                Contractors to perform the work in question. TXUED Personnel and
                TXUED
                Third Party Contractors shall, to the extent performing work on Resources
                owned, licensed or leased by Vendor and used by Vendor to provide
                the
                Services, comply with Vendor’s reasonable standards, methodologies and
                procedures of which Vendor has provided TXUED with prior written
                notice.

            


    

    
    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        12

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	 	
              (b)

            	
              Notice
                by Vendor.
                Vendor shall immediately notify TXUED when it becomes aware that
                an act or
                omission of an TXUED Third Party Contractor will cause, or has caused,
                a
                problem or delay in providing the Services, and shall use commercially
                reasonable efforts to work with TXUED and the TXUED Third Party Contractor
                to prevent or circumvent such problem or delay. Vendor shall cooperate
                with TXUED and TXUED Third Party Contractors to resolve differences
                and
                conflicts arising between the Services and other activities undertaken
                by
                TXUED or TXUED Third Party
                Contractors.

            


    

     

    
      	
              4.5

            	
              Employee
                Transfers.
                The transitioning of TXUED’s employees to Vendor under this Services
                Agreement shall be effected in accordance with Exhibit
                2
                to
                the Master Agreement and Schedule
                M.

            


    

     

    
      	
              4.6

            	
              Operational
                and Financial Responsibility.
                The Parties shall comply with their respective obligations in Schedule
                E.1.

            


    

     

    
      	
              5.

            	
              FACILITIES,
                ASSIGNED AGREEMENTS AND REQUIRED
                CONSENTS

            


    

     

    
      	
              5.1

            	
              TXUED
                Facilities.
                

            


    

     

    
      	 	
              (a)

            	
              Furniture,
                Fixtures and Equipment.
                Commencing on the Services Agreement Effective Date and continuing
                for so
                long as Vendor requires the same for the performance of the Services,
                Vendor may use the TXUED office furniture and fixtures located as
                of the
                Services Agreement Effective Date in the portions of the TXUED Facilities
                that Vendor is entitled to use pursuant to Section
                6.1(b)
                of
                the Master Agreement. Vendor shall be financially responsible for
                providing all other office furniture and fixtures needed by Vendor
                or
                Vendor Personnel (including Transitioned Employees) to provide the
                Services, and for all Upgrades, replacements and additions to any
                office
                furniture or fixtures used by Vendor to provide the Services; provided
                that any material Upgrades, replacements and additions to any office
                furniture and fixtures at any TXUED Facilities must be approved in
                advance
                by TXUED and meet TXUED’s then-current standards; and provided further
                that Vendor may, if commercially reasonable, purchase and use surplus
                TXUED furniture and fixtures to the extent available. Vendor
                Personnel using TXUED Facilities will be accorded reasonable access
                to the
                communications wiring in such facilities (including fiber, copper
                and wall
                jacks, subject to Section
                5.1(c))
                and the use of certain shared office equipment and services, such
                as
                photocopiers, local and long distance telephone service for TXUED-related
                calls, telephone handsets, mail service, office support service (e.g.,
                janitorial), heat, light and air conditioning. Any office furniture
                or
                office related equipment provided by Vendor, and all Upgrades,
                replacements and additions to such office furniture or equipment,
                shall be
                owned by Vendor and removed by Vendor upon Vendor no longer needing
                any
                TXUED Facility for the provision of Services to TXUED (subject to
                TXUED’s
                rights in Section
                6.1(d)
                of
                the Master Agreement).

            


    

    
    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        13

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (b)

            	
              Vendor’s
                Responsibilities Regarding TXUED’s Network.
                To the extent any Equipment provided or used by Vendor or Vendor
                Personnel
                is connected directly to the network(s) of TXUED, such Equipment
                shall be
                subject to (i) review in advance by TXUED, (ii) in compliance with
                TXUED’s
                then current security policies, architectures, standards, rules and
                procedures and (iii) in compliance with the current Policy and Procedures
                Manual and the hardware and software specifications in the Policy
                and
                Procedures Manual. 

            


    

     

    
      	 	
              (c)

            	
              Employee
                Services.
                Subject to applicable security requirements, TXUED will permit Vendor
                Personnel to use certain employee facilities (e.g., designated parking
                facilities, cafeteria and common facilities) at the TXUED Facilities
                that
                are generally made available to the employees and contractors of
                TXUED.
                The employee facilities in question and the extent of Vendor Personnel’s
                permitted use shall be specified in writing by TXUED and shall be
                subject
                to modification, in TXUED’s sole discretion, upon advance notice as is
                reasonable under the circumstances or required under applicable Law.
                Vendor Personnel will not be permitted to use employee facilities
                designated by TXUED for the exclusive use of certain TXUED employees
                and
                will not be entitled to the provision or reimbursement of paid
                parking.

            


    

     

    
      	
              5.2

            	
              Vendor
                Facilities.
                

            


    

    


    
      	 	
              (a)

            	
              Furniture,
                Fixtures and Equipment.
                The office space and office furniture provided by Vendor for the
                use of
                TXUED Personnel at Vendor Facilities will be generally comparable
                to the
                then standard office space and office furniture provided to similarly
                situated Vendor employees. TXUED shall be financially responsible
                for
                providing all Upgrades, replacements and additions to such office
                furniture or fixtures; provided that any material Upgrades, replacements
                and additions to such office furniture and fixtures at any Vendor
                Facilities must be approved in advance by Vendor and meet Vendor’s then
                current standards; and provided further that TXUED may, if commercially
                reasonable, purchase and use surplus Vendor furniture and fixtures
                to the
                extent available. TXUED
                Personnel using Vendor Facilities will be accorded reasonable access
                to
                the communications wiring in such facilities (including fiber, copper
                and
                wall jacks, subject to Section
                5.2(c))
                and the use of certain shared office equipment and services, such
                as
                photocopiers, local and long distance telephone service, telephone
                handsets, mail service, office support service (e.g., janitorial),
                heat,
                light and air conditioning. Any office furniture or office related
                equipment provided by TXUED, and all Upgrades, replacements and additions
                to such office furniture or equipment, shall be owned by TXUED and
                removed
                by TXUED upon TXUED no longer occupying any Vendor
                Facility.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        14

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (b)

            	
              TXUED’s
                Responsibilities Regarding Vendor’s Network.
                To the extent any Equipment provided or used by TXUED or TXUED Personnel
                is connected directly to the network(s) of Vendor, such Equipment
                shall be
                (i) subject to review in advance by Vendor, (ii) in compliance with
                Vendor’s then current security policies, architectures, standards, rules
                and procedures and (iii) in compliance with the current Policy and
                Procedures Manual and the hardware and software specifications in
                the
                Policy and Procedures Manual.

            


    

    


    
      	 	
              (c)

            	
              Employee
                Services.
                Subject to applicable security requirements, Vendor will permit TXUED
                Personnel to use certain employee facilities (e.g., designated parking
                facilities, cafeteria and common facilities) at the Vendor Facilities
                that
                are generally made available to the employees and contractors of
                Vendor.
                The employee facilities in question and the extent of TXUED Personnel’s
                permitted use shall be specified in writing by Vendor and shall be
                subject
                to modification, in Vendor’s sole discretion, upon advance notice as is
                reasonable under the circumstances or required under applicable Law.
                TXUED
                Personnel will not be permitted to use employee facilities designated
                by
                Vendor for the exclusive use of certain Vendor employees and will
                not be
                entitled to the provision or reimbursement of paid
                parking.

            


    

     

    
      	
              5.3

            	
              Reserved.

            


    

     

    
      	
              5.4

            	
              Assignment
                of Third Party Contracts.
                Upon the Services Agreement Commencement Date, Vendor will assume
                operational and financial responsibility for the Third Party Contracts
                set
                forth on Schedule
                F
                (collectively, the “Assigned
                Agreements”),
                provided, however, that, except as otherwise licensed to Vendor under
                this
                Services Agreement, such assignment shall not include any assignment
                or
                transfer of any rights, title or interest in, to or under Resources
                acquired, obtained, made, created, built, constructed or developed
                under
                such Assigned Agreements prior to the date of such assignment and,
                as
                between the Parties, TXUED hereby expressly reserves and retains
                such
                rights. Subject to TXUED obtaining any TXUED Required Consents, the
                Assigned Agreements will be novated or assigned to
                Vendor.

            


    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        15

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	
              5.5

            	
              Managed
                Third Party Agreements.

            


    

    


    
      	 	
              (a)

            	
              Vendor
                shall manage, administer and maintain the Managed Third Party Agreements.
                Vendor shall provide TXUED with reasonable notice of any renewal,
                termination or cancellation dates and fees with respect to the Managed
                Third Party Agreements. Vendor shall not renew, modify, terminate
                or
                cancel, or request or grant any consents or waivers under, any Managed
                Third Party Agreements without the consent of the TXUED Account Executive.
                Any Losses incurred by or obligations imposed on TXUED in connection
                with
                (i) any such renewal, modification, termination or cancellation of,
                or
                consent or waiver under, the Managed Third Party Agreements, obtained
                or
                given without TXUED’s consent, or (ii) Vendor’s failure to comply with the
                terms of the Managed Third Party Agreements shall be paid or discharged,
                as applicable, by Vendor, except to the extent such Losses are caused
                by
                TXUED.

            


    

    


    
      	 	
              (b)

            	
              Vendor
                shall (i) receive all invoices in respect of Managed Third Party
                Agreements (“Managed
                Invoices”),
                (ii) review and correct any errors in any such Managed Invoices in
                a
                timely manner and (iii) submit such Managed Invoices to TXUED within
                a
                reasonable period of time prior to the due date or, if a discount
                for
                payment is offered, the date on which TXUED may pay such Managed
                Invoice
                with a discount. TXUED shall pay the Managed Invoices received and
                approved by Vendor. TXUED shall only be responsible for payment of
                the
                Managed Invoices and shall not be responsible to Vendor for any
                management, administration or maintenance fees of Vendor in connection
                with the Managed Invoices. TXUED shall be responsible for any late
                fees in
                respect of the Managed Invoices, provided that Vendor submitted the
                applicable Managed Invoices to TXUED for payment within a reasonable
                period of time prior to the date any such Managed Invoice is due
                or the
                date on which TXUED may pay with a discount, but in no event later
                than
                fifteen (15) days prior to the due date of such Managed Invoice.
                If Vendor
                fails to submit a Managed Invoice to TXUED for payment in accordance
                with
                the preceding sentence, Vendor shall be responsible for any discount
                not
                received or any late fees in respect of such Managed
                Invoice.

            


    

     

    
      	
              5.6

            	
              Reserved.

            


    

     

    
      	
              5.7

            	
              Required
                Consents.

            


    

    


    
      	 	
              (a)

            	
              “Vendor Required
                Consents”
                shall mean all licenses, consents, permits, approvals, authorizations
                and
                other actions that are necessary for Vendor to provide the Services
                or
                which allow, among other things, (a) Vendor and Vendor Personnel to
                use any third party services procured by Vendor to provide the Services,
                (b) Vendor and Vendor Personnel the right to use any Resources in
                connection with providing the Services, (c) TXUED and TXUED Personnel
                to exercise their rights under this Services Agreement in respect
                of
                Vendor owned, leased or licensed Resources and (d) Vendor to assign
                to TXUED the Work Product paid for entirely by TXUED. Vendor shall
                be
                administratively and, except as otherwise provided in this Services
                Agreement, financially responsible for obtaining and maintaining
                all
                Vendor Required Consents (e.g., for any transfer or Upgrade fees),
                and
                each Party shall be responsible for complying with all Vendor Required
                Consents. TXUED
                will cooperate with Vendor in obtaining all Vendor Required Consents.
                

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        16

      

      
        
        

      

       

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    


    
      	 	
              (b)

            	
              “TXUED Required
                Consents”
                shall mean all consents, permits, approvals, authorizations and other
                actions that are necessary for TXUED to assign the Assigned Agreements
                to
                Vendor and Vendor to manage and administer the Managed Third Party
                Agreements in accordance with this Agreement or for Vendor to exercise
                its
                rights under this Services Agreement in respect of TXUED owned, leased
                or
                licensed Resources. TXUED shall be administratively and financially
                responsible for obtaining and maintaining all TXUED Required Consents,
                and
                each Party shall be responsible for complying with all TXUED Required
                Consents. Vendor will cooperate with TXUED in obtaining all TXUED
                Required
                Consents.

            


    

    


    
      	 	
              (c)

            	
              If,
                despite using all reasonable efforts, TXUED is unable to obtain an
                TXUED
                Required Consent or Vendor is unable to obtain a Vendor Required
                Consent,
                then, unless and until such TXUED Required Consent or Vendor Required
                Consent is obtained, Vendor shall use all reasonable efforts to determine
                and adopt, subject to TXUED’s prior approval, such alternative approaches
                as are necessary and sufficient to provide the Services without such
                TXUED
                Required Consent or Vendor Required Consent, as applicable (including,
                with respect to any Assigned Agreement, Vendor managing the agreement
                as a
                Managed Third Party Agreement, to the extent contractually and legally
                possible). TXUED will be responsible for the financial costs of such
                alternative approaches to the extent they arise from TXUED’s failure to
                obtain any TXUED Required Consent, and Vendor will be responsible
                for the
                financial costs of such alternative approaches to the extent they
                arise
                from Vendor’s failure to obtain any Vendor Required Consent. If such
                alternative approaches are required for a period longer than ninety
                (90)
                days following the Services Agreement Effective Date, the Parties
                shall
                equitably adjust the terms and reduce the Charges to reflect any
                additional costs being incurred by either
                Party.

            


    

     

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        17

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	
              6.

            	
              SERVICE
                LEVELS

            


    

     

    
      	
              6.1

            	
              General.

            


    

     

    
      	 	
              (a)

            	
              Service
                Level Performance Standards.
                Beginning on the dates specified in Schedule
                G,
                Vendor
                shall perform the Services so as to meet or exceed the Service Levels
                as
                set
                forth in Schedule
                G. 

            


    

     

    
      	 	
              (b)

            	
              Multiple
                Service Levels.
                If more than one Service Level applies to any particular obligation
                of
                Vendor, Vendor shall perform in accordance with the most stringent
                of such
                Service Levels.

            


    

     

    
      	
              6.2

            	
              ***

            


    

     

    
      	
              7.

            	
              RESERVED.

            


    

     

    
      	
              8.

            	
              VENDOR
                RESPONSIBILITIES.

            


    

     

    
      	
              8.1

            	
              Policy
                and Procedures Manual.

            


    

     

    
      	 	
              (a)

            	
              Delivery
                and Contents.
                Vendor shall deliver to TXUED for its review, comment and approval
                (i) an
                outline of the topics to be addressed in the Policy and Procedures
                Manual
                within ninety (90) days after the Services Agreement Commencement
                Date,
                and (ii) a final draft of the Policy and Procedures Manual within
                one
                hundred eighty (180) days after the Services Agreement Commencement
                Date
                (the “Policy
                and Procedures Manual”).
                At a minimum, the Policy and Procedures Manual shall include the
                following:

            


    

     

    
      	 	
              (i)

            	
              a
                detailed description of the Services and the manner in which each
                will be
                performed by Vendor, including (A) documentation (including policies
                and
                procedures, and disaster recovery plans) providing further details
                regarding such Services, and (B) the specific activities to be undertaken
                by Vendor in connection with each Service, including, where appropriate,
                the direction, supervision, monitoring, staffing, reporting, planning
                and
                oversight activities to be performed by Vendor under this Services
                Agreement;

            


    

    


    


    


    ***CONFIDENTIAL
      MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
           

          
          

        

        
          
          

          18

        

        
          
          

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED

          FIELD
            SERVICES AGREEMENT

          


        

      

    

    


    


    
      	 	
              (ii)

            	
              the
                procedures for TXUED/Vendor interaction and communication, including
                (A)
                call lists, (B) procedures for and limits on direct communication
                by
                Vendor with TXUED Personnel, (C) problem management and escalation
                procedures, (D) priority procedures, (E) Acceptance testing and
                procedures, (F) quality assurance procedures and checkpoint reviews
                and
                (G) annual and quarterly financial objectives, budgets and performance
                goals; and

            


    

    


    
      	 	
              (iii)

            	
              practices
                and procedures addressing such other issues and matters as TXUED
                shall
                reasonably require.

            


    

     

    
      	 	
              (b)

            	
              Revision
                and Maintenance.
                Vendor shall incorporate any reasonable comments or suggestions of
                TXUED
                into the Policy and Procedures Manual and shall deliver a final revised
                version to TXUED within thirty (30) days of its receipt of such comments
                and suggestions for TXUED’s approval. The Policy and Procedures Manual
                will be delivered and maintained by Vendor in hard copy and electronic
                formats and will be accessible electronically by TXUED Personnel
                in a
                manner consistent with TXUED’s security policies.
                

            


    

     

    
      	 	
              (c)

            	
              Compliance.
                Vendor shall perform the Services in accordance with TXUED’s then current
                policies and procedures until the Policy and Procedures Manual is
                finalized and agreed upon by the Parties. Thereafter, Vendor shall
                perform
                the Services in accordance with the Policy and Procedures Manual,
                as may
                be amended. In the event of a conflict between the provisions of
                this
                Services Agreement and the Policy and Procedures Manual, the provisions
                of
                this Services Agreement shall control unless the Parties expressly
                agree
                otherwise and such agreement is set forth in the relevant portion
                of the
                Policy and Procedures Manual.

            


    

     

    
      	 	
              (d)

            	
              Modification
                and Updating.
                Subject to the Change Control Process, Vendor
                shall modify and update the Policy and Procedures Manual to reflect
                changes in the operations or procedures described therein and to
                comply
                with TXUED Rules and TXUED Standards
                of
                which Vendor has been notified.
                Vendor shall make such modifications and updates within an appropriate
                period of time given the nature and urgency of the change(s), and
                any
                resulting changes to the Services shall be addressed through the
                Change
                Control Process. Vendor shall provide the proposed changes in the
                Policy
                and Procedures Manual to TXUED for review, comment and approval.
                To the
                extent such change could (i) increase TXUED’s total costs of receiving the
                Services, (ii) require material changes to TXUED’s owned, licensed or
                leased Resources, (iii) have a material adverse impact on the performance,
                accuracy, speed, responsiveness, quality or resource efficiency of
                the
                Services or (iv) violate or be inconsistent with the TXUED Rules
                and TXUED
                Standards, Vendor shall not implement such change without first obtaining
                TXUED’s approval.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        19

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              8.2

            	
              Government
                Contract Flow-Down Clauses.
                

            


    

     

    
      	 	
              (a)

            	
              General.
                The Parties acknowledge and agree that, as a matter of federal procurement
                law, Vendor may be deemed a “subcontractor” to TXUED under one or more of
                their contracts with the federal government, that the Services provided
                or
                to be provided by Vendor in such circumstances constitute “commercial
                items” as that term is defined in the Federal Acquisition Regulation, 48
                C.F.R. Section 52.202, and that “subcontractors” providing “commercial
                items” under government contracts are subject to certain mandatory
                “flow-down” clauses (currently, (i) Equal Opportunity, (ii) Affirmative
                Action for Special Disabled and Vietnam Era Veterans and (iii) Affirmative
                Action for Handicapped Workers) under the Federal Acquisition Regulation,
                48 C.F.R. Section 52.244-6. The Parties agree that, insofar as those
                clauses are required to be flowed down to Vendor, any changes to
                this
                Agreement shall
                be addressed through the Change Control Process.

            


    

    


    
      	 	
              (b)

            	
              Special
                Requirements.
                The Parties do not believe that the Services provided by Vendor under
                this
                Services Agreement will be subject to government flow-down requirements
                other than those associated with any subcontracts for commercial
                items.
                Should compliance by Vendor with additional flow-down provisions
                nevertheless be required by the federal government in certain
                circumstances, Vendor shall comply with such additional flow-down
                provisions and the Parties shall address the additional consideration,
                if
                any, to be paid to Vendor in such circumstances through the Change
                Control
                Process.

            


    

     

    
      	 	
              (c)

            	
              Special
                Purchases Support.
                TXUED’s intent is to purchase products and services from Small
                Disadvantaged Businesses and Small Woman Owned Businesses (collectively
                “SDBs”)
                in order to satisfy its goals and comply with government procurement
                laws
                and regulations. To help TXUED achieve its goals, Vendor agrees to
                establish as a goal the purchase, when commercially feasible, of
                products
                and services from SDBs, on behalf of TXUED, in the performance of
                Vendor’s
                obligations under this Services Agreement. Vendor, as part of the
                Services, shall track invoice payments made to SDBs, and shall submit
                a
                quarterly summary to TXUED with respect to such
                activity.

            


    

     

    
      	
              8.3

            	
              Unauthorized
                Use.
                TXUED and Vendor shall cooperate fully in efforts to prevent and
                cure
                unauthorized use of the Services by expeditiously informing each
                other of
                suspected abuse and, when known, the identity of the responsible
                individuals. Vendor shall advise TXUED regarding methods to minimize
                TXUED’s exposure to misuse and abuse of the Services. Vendor shall provide
                assistance to TXUED upon TXUED’s request in Vendor’s efforts to minimize
                ongoing misuse or abuse through timely reconfiguration and limitation
                of
                the Services. Appropriate representatives of Vendor, TXUED and Eligible
                Recipient shall meet at the request of TXUED to establish appropriate
                operational fraud control procedures. The Parties acknowledge and
                agree
                that Vendor’s performance of its obligations under this
                Section shall
                be subject to and in accordance with applicable Privacy
                Laws.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        20

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              8.4

            	
              Interface.
                In performing the Services, subject to the Change Control Process,
                Vendor
                shall use Resources and business processes that interface and integrate
                with the Retained Resources and Business Processes without (i)
                materially adversely impacting the business or operations of TXUED,
                (ii)
                materially degrading the Services then being received by TXUED, (iii)
                materially interfering with the ability of TXUED to obtain the
                Services
                or
                (iv) increasing TXUED’s total costs of receiving the
                Services.

            


    

     

    
      	
              9.

            	
              TXUED
                RESPONSIBILITIES.

            


    

     

    
      	
              9.1

            	
              TXUED
                Service Delivery Executive.
                TXUED shall designate one (1) individual to whom all Vendor communications
                concerning this Services Agreement shall be addressed (the “TXUED
                Service Delivery Executive”),
                who shall have the authority to act on behalf of TXUED in all day-to-day
                matters pertaining to this Services Agreement. TXUED may change the
                designated TXUED Service Delivery Executive by providing notice to
                Vendor.
                Additionally, (i) TXUED shall be entitled to designate additional
                representatives who will be authorized to make certain decisions
                (e.g.,
                regarding emergency maintenance) if the TXUED Service Delivery Executive
                is not available and (ii) the TXUED Service Delivery Executive shall
                be
                entitled to delegate any of his or her rights and obligations to
                one or
                more designees upon prior notice to Vendor. Vendor is entitled to
                rely
                upon instructions given by the TXUED Service Delivery Executive or
                any
                other individual designated to have decision-making authority in
                accordance with this Section.

            


    

     

    
      	
              9.2

            	
              Cooperation.
                In
                connection with the transition of the Services to Vendor and the
                transformation of the Services, TXUED shall use commercially reasonable
                efforts to provide all cooperation and assistance reasonably required
                or
                requested by Vendor in connection with Vendor’s completion of such
                transition and the Transition Plan as well as such transformation
                and the
                Transformation Plan. In accordance with the governance policies and
                procedures set forth in Exhibit
                8
                to
                the Master Agreement, TXUED will cooperate with Vendor in good faith
                to
                define and execute the completion of all necessary approvals, agencies
                and
                authorities to carry on the daily activities of the processes set
                forth in
                this Services Agreement.

            


    

     

    
      	
              10.

            	
              CHARGES.
                

            


    

     

    
      	
              10.1

            	
              Reserved.

            


    

    


    
      	
              10.2

            	
              ***

            


    

     

     

    ***CONFIDENTIAL
      MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        21

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              11.

            	
              RESERVED.
                

            


    

     

    
      	
              12.

            	
              OWNERSHIP
                OF MATERIALS.

            


    

     

    
      	
              12.1

            	
              TXUED
                Owned Resources.

            


    

     

    
      	 	
              (a)

            	
              Ownership
                of TXUED Resources.
                As between the Parties, TXUED shall be the sole and exclusive owner
                of:
                (i) all Resources lawfully owned by TXUED or TXUED’s Affiliates prior to
                the Services Agreement Effective Date; (ii) all Resources acquired
                by
                TXUED or TXUED’s Affiliates on or after the Services Agreement Effective
                Date; (iii) all TXUED Standards and all TXUED Rules; (iv) except
                as
                otherwise agreed by the Parties in any Work Request, all Work Product
                that
                is paid for entirely by TXUED; and (v) all modifications, enhancements,
                improvements and Upgrades to and Derivative Works of such Resources,
                the
                TXUED Standards, the TXUED Rules and such Work Product (collectively,
                “TXUED
                Owned Resources”),
                including all worldwide intellectual property rights in the TXUED
                Owned
                Resources. Any TXUED Owned Resources that are acquired,
                obtained, made, created, built, constructed or developed by or on
                behalf
                of Vendor shall
                be considered
                to be works made for hire (as that term is used in Section
                101
                of
                the United States Copyright Act, 17 U.S.C. § 101, or in analogous
                provisions of other applicable Laws) and owned by TXUED. If any such
                TXUED
                Owned Resources
                may not be considered a work made for hire under applicable Law,
                Vendor
                hereby irrevocably assigns, and shall assign, to TXUED without further
                consideration, all of Vendor’s rights, title and interest in, to and under
                such TXUED
                Owned Resources,
                including all worldwide intellectual property rights in
                such TXUED Owned Resources.
                Vendor acknowledges that TXUED and the successors and assigns of
                TXUED
                shall have the right to obtain and hold in their own names all rights,
                title and interest in, to and under any TXUED Owned
                Resources.

            


    

    


    
      	 	
              (b)

            	
              License
                to TXUED Owned Resources.
                As of the Services Agreement Commencement Date, TXUED hereby grants
                to
                Vendor and, to the extent necessary for Vendor to provide the Services,
                to
                Subcontractors designated by Vendor that sign a written agreement
                to be
                bound by all of the terms contained herein applicable to such Resources
                (which agreement shall include the terms specified in this Section
                as well
                as those pertaining to the ownership of such Resources, the scope
                and term
                of the license, the restrictions on the use of such Resources, the
                obligations of confidentiality, etc.), for the sole purpose of providing
                the Services, a non-exclusive, non-transferable, royalty-free right
                and
                license during the Services Agreement Term to access, use, practice,
                make,
                have made, operate, copy, execute, reproduce, display, perform,
                distribute, modify, maintain, upgrade, store and create Derivative
                Works
                of the TXUED Owned Resources that are provided by TXUED to Vendor.
                Vendor
                shall have no right to the source code to any TXUED Owned Resources
                unless
                and to the extent approved in advance by TXUED. Except as otherwise
                approved by TXUED, which
                approval will not be unreasonably withheld
                or
                delayed under the circumstances,
                Vendor shall not (i) use any TXUED Owned Resources for the benefit of
                any person or Entity other than TXUED, (ii) separate or uncouple
                any
                portions of any Software comprising the TXUED Owned Resources, in
                whole or
                in part, from any other portions thereof or (iii) reverse assemble,
                reverse engineer, translate, disassemble, decompile or otherwise
                attempt
                to create or discover any source or human readable code, underlying
                algorithms, ideas, file formats, trade secrets or programming interfaces
                of any Software comprising the TXUED Owned Resources by any means
                whatsoever. Except as otherwise requested or approved by TXUED, Vendor
                shall cease all use of TXUED Owned Resources upon the end of the
                Services
                Agreement Term.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        22

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

    

    
      	 	
              (c)

            	
              License
                to TXUED Licensed Resources.

            


    

    


    
      	 	
              (i)

            	
              As
                of the Services Agreement Commencement Date, to the extent permitted
                under
                the applicable third party contracts, TXUED hereby grants to Vendor
                and,
                to the extent necessary for Vendor to provide the Services, to
                Subcontractors designated by Vendor that sign a written agreement
                to be
                bound by all of the terms contained herein applicable to such Resources
                (which agreement shall include the terms specified in this Section
                as well
                as those pertaining to the ownership of such Resources, the scope
                and term
                of the license, the restrictions on the use of such Resources, the
                obligations of confidentiality, etc.), for the sole purpose of providing
                the Services, a non-exclusive, non-transferable, royalty-free right
                and
                license during the Services Agreement Term to access, use, operate,
                copy,
                execute, reproduce, display, perform, distribute, modify, maintain,
                upgrade, store and create Derivative Works of the TXUED Licensed
                Resources
                that are provided by TXUED to Vendor. Vendor shall have no right
                to the
                source code to any TXUED Licensed Resources unless and to the extent
                approved in advance by TXUED. Except as otherwise approved by TXUED,
                which
                approval will not be unreasonably withheld or delayed under the
                circumstances,
                Vendor shall not (A) use any TXUED Licensed Resources for the benefit
                of
                any person or Entity other than TXUED, (B) separate or uncouple any
                portions of any Software comprising the TXUED Licensed Resources,
                in whole
                or in part, from any other portions thereof or (C) reverse assemble,
                reverse engineer, translate, disassemble, decompile or otherwise
                attempt
                to create or discover any source or human readable code, underlying
                algorithms, ideas, file formats, trade secrets or programming interfaces
                of any Software comprising the TXUED Licensed Resources by any means
                whatsoever. Except as otherwise requested or approved by TXUED, Vendor
                shall cease all use of TXUED Licensed Resources upon the end of the
                Services Agreement Term.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        23

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (ii)

            	
              Notwithstanding
                anything to the contrary in clause (i) of this Section
                12.1(c),
                TXUED hereby approves Vendor’s use of the motor vehicles that are provided
                by TXUED to Vendor and licensed pursuant to clause (i) of this
                Section
                12.1(c)
                in
                connection with Vendor’s provision of services to its other customers,
                provided that Vendor may only use such motor vehicles pursuant to
                clause
                (i) of this Section
                12.1(c)
                for the remaining duration of the initial term of the applicable
                leases
                under which TXUED has leased such motor vehicles. Upon the earlier
                to
                occur of (A) the expiration of the initial term of the applicable
                leases
                under which TXUED has leased such motor vehicles and (B) the date
                on which
                Vendor no longer requires such motor vehicles to perform the Services
                or
                any services for Vendor’s other customers, Vendor shall promptly return
                such motor vehicles to TXUED in substantially the same condition
                as when
                such motor vehicles were first provided to Vendor, subject to reasonable
                wear and tear. Vendor’s use of such motor vehicles shall at all times be
                in compliance with the terms of their applicable leases and applicable
                Laws. Vendor hereby agrees, under and in accordance with Section
                15.4
                of
                the Master Agreement, to indemnify, defend and hold harmless TXUED
                and its
                officers, directors, employees, agents, representatives, successors
                and
                assigns from and against any and all Losses due to third party claims
                (excluding the claims of TXUED’s Affiliates and Eligible Recipients)
                arising from or in connection with Vendor’s use of such motor
                vehicles.

            


    

    


    
      	 	
              (d)

            	
              Work
                Product.
                Prior
                to initiating any Work Product that will not be entirely paid for
                by
                TXUED, Vendor shall notify TXUED and TXUED shall have five (5) business
                days to notify Vendor in writing that such Work Product will be entirely
                paid for by TXUED. If TXUED provides such notice, TXUED shall pay
                all
                amounts in connection with the acquisition,
                creation, construction or development of
                such Work Product. If TXUED fails to provide such notice or pay such
                amounts, such Work Product shall not be owned by
                TXUED.

            


    

     

    
      	
              12.2

            	
              Vendor
                Owned Resources.

            


    

     

    
      	 	
              (a)

            	
              General.
                As between the Parties, Vendor shall be the sole and exclusive owner
                of
                (i) all Resources lawfully owned by Vendor or Vendor’s Affiliates prior to
                the Services Agreement Effective Date; (ii) all Resources acquired,
                obtained, made, created, built, constructed or developed by or on
                behalf
                of Vendor or Vendor’s Affiliates on or after the Services Agreement
                Effective Date (excluding any Work Product paid for entirely by TXUED);
                and (iii) all modifications, enhancements, improvements and Upgrades
                to
                and derivative Works of such Resources (collectively, “Vendor
                Owned Resources”),
                including CableCure® Technology, the Vendor ERP System, and all worldwide
                intellectual property rights in such Vendor Owned
                Resources.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        24

      

      
        
        

      

    

    

      EXECUTION
        COPY

      


      AMENDED
        AND RESTATED

      FIELD
        SERVICES AGREEMENT

    

     

     

    
      	 	
              (b)

            	
              Vendor
                Owned Items.
                Notwithstanding Section
                12.1(a)(iv)
                and Section
                12.1(a)(v),
                modifications, enhancements, improvements and Upgrades to, and Derivative
                Works of, Vendor Owned Resources that are acquired,
                obtained, made, created, built, constructed or developed by or on
                behalf
                of Vendor
                or
                Vendor’s Affiliates as part of the Services shall be owned by Vendor. To
                the extent that ownership in the Vendor Owned Resources does not
                automatically vest in Vendor, then TXUED hereby irrevocably assigns,
                and
                shall assign, to Vendor without further consideration, all of TXUED’s
                rights, title and interest in, to and under such Vendor Owned Resources,
                including all worldwide intellectual property rights in such Vendor
                Owned
                Resources. TXUED acknowledges that Vendor and the successors and
                assigns
                of Vendor shall have the right to obtain and hold in their own names
                all
                rights, title and interest in, to and under any Vendor Owned
                Resources.

            


    

    


    
      	 	
              (c)

            	
              License
                to Vendor Owned Materials.
                Effective upon Vendor’s first use of any Vendor Owned Materials (including
                in each case all related documentation, processes and methodologies
                but
                excluding labor, CableCure® Technology, the Vendor ERP System and
                off-the-shelf
                Materials that are generally commercially available),
                Vendor hereby grants to TXUED, at no additional charge (during the
                Services Agreement Term), a global, non-exclusive, non-transferable
                (except in connection with a Change in Control), perpetual (only
                with
                respect to clause (ii) below), irrevocable, royalty-free (during
                the
                Services Agreement Term) right and license to access, use, practice,
                make,
                have made, operate, copy, execute, reproduce, display, perform,
                distribute, modify, maintain, upgrade, store and create Derivative
                Works
                of such Vendor Owned Materials (i) during the services Agreement
                Term
                solely to
                the extent necessary for TXUED (including,
                for the avoidance of doubt, any Entity that is Controlled by TXUED)
                to
                receive the Services or exercise any of its specific rights under
                Schedule
                E and
                (ii) upon completion of the Termination Assistance Services solely
                for the
                benefit of TXUED (including, for the avoidance of doubt, any Entity
                that
                is Controlled by TXUED), and, upon Vendor’s prior written consent, such
                consent not to be unreasonably withheld or delayed, to sublicense
                and
                permit third parties to access, use, practice, make, have made, operate,
                copy, execute, reproduce, display, perform, distribute, modify, maintain,
                upgrade, store and create Derivative Works of such Vendor Owned Materials
                solely for the purposes set forth in the preceding clauses (i) and
                (ii).
                Any approved sublicensee must sign a written agreement to be bound
                by all
                of the terms contained herein applicable to such Vendor Owned Materials
                (such agreement shall include the terms specified in this Section
                as well
                as those pertaining to the ownership of such Vendor Owned Materials,
                the
                scope and term of the license, the restrictions on the use of such
                Vendor
                Owned Materials, the obligations of confidentiality, etc). Except
                as
                otherwise approved by Vendor, which approval will not be unreasonably
                withheld or delayed under the circumstances, TXUED shall not (i)
                separate
                or uncouple any portions of any Software comprising the Vendor Owned
                Resources, in whole or in part, from any other portions thereof,
                or (ii)
                reverse assemble, reverse engineer, translate, disassemble, decompile
                or
                otherwise attempt to create or discover any source or human readable
                code,
                underlying algorithms, ideas, file formats, trade secrets or programming
                interfaces of any Software comprising the Vendor Owned Resources
                by any
                means whatsoever.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23  

    

    
      
        
        

      

      
        
        

        25

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (d)

            	
              License
                to Vendor Licensed Materials.
                Effective upon Vendor’s first use of Vendor Licensed Materials (including
                in each case all related documentation, processes and methodologies
                but
                excluding CableCure® Technology, the Vendor ERP System and off-the-shelf
                Materials that are generally commercially available) and to the extent
                permitted under Vendor’s agreements with third parties that are not
                Vendor’s Affiliates, Vendor hereby grants to TXUED, at no additional
                charge by Vendor, a global, non-exclusive, non-transferable (except
                in
                connection with a Change in Control), perpetual (only with respect
                to
                clause (ii) below), irrevocable, royalty-free (during the Services
                Agreement Term) right and license to access, use, practice, make,
                have
                made, operate, copy, execute, reproduce, display, perform, distribute,
                modify, maintain, upgrade, store and create Derivative Works of such
                Vendor Licensed Materials (i) during the Services Agreement Term
                solely to
                the extent necessary for TXUED (including,
                for the avoidance of doubt, any Entity that is Controlled by TXUED)
                to
                receive the Services or exercise any of its specific rights under
                Schedule
                E
                and (ii) upon completion of the Termination Assistance Services solely
                for
                the benefit of TXUED (including, for the avoidance of doubt, any
                Entity
                that is Controlled by TXUED), and to sublicense and permit third
                parties
                to access, use, practice, make, have made, operate, copy, execute,
                reproduce, display, perform, distribute, modify, maintain, upgrade,
                store
                and create Derivative Works of such Vendor Licensed Materials solely
                for
                the purposes set forth in the preceding clauses (i) and (ii). Vendor
                shall
                not use any such Vendor Licensed Materials to provide the Services
                for
                which Vendor is unable to offer the rights set forth in this Section
                and
                Section
                4.3(b)(ii)
                without TXUED’s prior consent. Absent such consent, Vendor’s use of any
                such Vendor Licensed Materials necessary to provide the Services
                shall
                obligate Vendor to provide, at no cost to TXUED, the rights set forth
                in
                this Section and Section
                4.3(b)(ii).
                TXUED shall be responsible for any transfer, assignment, switching,
                termination or other fees or costs to obtain for TXUED the rights
                and
                license set forth is in this Section and to a transfer or assignment
                of
                any Third Party Contract as set forth in Section
                4.3(b)(iii);
                provided, that TXUED was informed of, and agreed to, such transfer,
                assignment, switching, termination or other fees or costs prior to
                Vendor’s first use of any such Vendor Licensed Materials.
                

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        26

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (e)

            	
              Rights
                to Vendor Resources.
                Effective upon Vendor’s first use of any Vendor Owned Resources
                (excluding
                labor, CableCure® Technology, the Vendor ERP System and off-the-shelf
                Resources that are generally commercially available)
                or
                any Resources that are licensed, leased or otherwise obtained by
                Vendor
                from a third party in connection with the Services (excluding labor,
                Vendor Owned Materials, Vendor Licensed Materials, CableCure® Technology,
                the Vendor ERP System, Work Product paid for entirely by TXUED and
                off-the-shelf
                Resources that are generally commercially available)
                (“Vendor
                Licensed Resources”),
                to the extent permitted under Vendor’s Agreements with such third parties,
                Vendor hereby grants to TXUED, at no additional charge by Vendor,
                during
                the Services Agreement Term a global, non-exclusive, non-transferable
                (except in connection with a Change in Control), irrevocable, royalty-free
                right and license to access, use, operate, modify, maintain and upgrade
                such Vendor Owned Resources and Vendor Licensed Resources solely
                to the
                extent necessary for TXUED (including, for the avoidance of doubt,
                any
                Entity that is Controlled by TXUED) to receive the Services or
                to
                exercise any of its specific rights under Schedule
                E,
                and, upon Vendor’s prior written consent, such consent not to be
                unreasonably withheld or delayed, to permit third parties to access,
                use,
                operate, modify, maintain and upgrade such Vendor Owned Resources
                and
                Vendor Licensed Resources solely to the extent necessary for TXUED
                (including, for the avoidance of doubt, any Entity that is Controlled
                by
                TXUED) to receive the Services or exercise any of its specific rights
                under Schedule
                E.
                Vendor shall not use any such Vendor Licensed Resources to provide
                the
                Services for which Vendor is unable to offer the rights set forth
                in this
                Section and Section
                4.3(b)(iii)
                without TXUED’s prior consent. Absent such consent, Vendor’s use of any
                such Vendor Licensed Resources necessary to provide the Services
                shall
                obligate Vendor to provide, at no cost to TXUED, the rights set forth
                in
                this Section and Section
                4.3(b)(iii).
                TXUED shall be responsible for any transfer, assignment, switching,
                termination or other fees or costs to obtain for TXUED the rights
                and
                license set forth in this Section and to a transfer or assignment
                of any
                Third Party Contract as set forth in Section
                4.3(b)(iii);
                provided, that TXUED was informed of, and agreed to, such transfer,
                assignment, switching, termination or other fees or costs prior to
                Vendor’s first use of any Vendor Licensed
                Resources.

            


    

    


    
      	 	
              (f)

            	
              Embedded
                Materials.
                To the extent that Vendor Owned Resources are embedded in any TXUED
                Owned
                Resources, Vendor shall not be deemed to have assigned its rights
                (including intellectual property rights) in such Vendor Owned Resources
                to
                TXUED, but such Vendor Owned Resources shall be subject to the license
                grant under Section 12.2(c).

            


    

     

    
      	
              12.3

            	
              General
                Rights.

            


    

     

    
      	 	
              (a)

            	
              Legends.
                Each Party agrees to reproduce any copyright, patent, trademark or
                other
                proprietary or restrictive notice or legend contained in or included
                on
                any portion of the Resources which may be owned by the other Party
                or
                third parties.

            


    

     

    
      	 	
              (b)

            	
              No
                Implied Licenses.
                Except as expressly specified in this Services Agreement, nothing
                in this
                Services Agreement shall be deemed to grant to one Party, by implication,
                estoppel or otherwise, license rights, ownership rights or any other
                intellectual property rights in any Resources owned by the other
                Party or
                any Affiliate of the other Party (or, in the case of Vendor,
                TXUED).

            


    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        27

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              12.4

            	
              Return
                of TXUED Owned Resources.
                Following
                the completion by Vendor of any Termination Assistance Services for
                which
                TXUED
                Owned Resources
                are required,
                Vendor shall, at no cost to TXUED:

            


    

     

    
      	 	
              (a)

            	
              promptly
                return to TXUED all TXUED Owned Resources (and all copies thereof)
                in
                substantially the same condition (as they may have been modified
                or
                improved by Vendor) as when such TXUED Owned Resources were first
                provided
                to Vendor, subject to reasonable wear and
                tear;

            


    

     

    
      	 	
              (b)

            	
              following
                confirmation by TXUED that TXUED has received the TXUED Owned Resources,
                destroy or securely erase all other copies of such Resources then
                in
                Vendor’s possession and cease using such Resources for any purpose;
                and

            


    

    


    
      	 	
              (c)

            	
              certify
                such destruction, erasure and cessation to TXUED in a notice signed
                by an
                officer of Vendor.

            


    

     

    
      	
              12.5

            	
              Return
                of Vendor Owned Resources.
                Following
                the completion by Vendor of any Termination Assistance Services for
                which
                Vendor
                Owned Resources
                are required,
                TXUED shall, at Vendor’s cost:

            


    

    


    
      	 	
              (a)

            	
              promptly
                return to Vendor those Vendor Owned Resources (and all copies thereof)
                that are not transferred to TXUED or to which TXUED does not have
                ongoing
                rights under this Agreement in substantially the same condition (as
                they
                may have been modified or improved by TXUED) as when such Vendor
                Owned
                Resources were first provided to TXUED, subject to reasonable wear
                and
                tear;

            


    

    


    
      	 	
              (b)

            	
              following
                confirmation by Vendor that Vendor has received such Vendor Owned
                Resources, destroy or securely erase all other copies of such Resources
                then in TXUED’s possession and cease using such Resources for any purpose;
                and

            


    

    


    
      	 	
              (c)

            	
              certify
                such destruction, erasure and cessation to Vendor in a notice signed
                by an
                officer of TXUED.

            


    

     

    
      	
              13.

            	
              ADDITIONAL
                WARRANTIES AND COVENANTS.

            


    

     

    13.1        (a)    General
      Warranty.
      Without
      limiting any other provisions of this Agreement, but subject to Section 13.1(f)
      below, Vendor warrants and covenants as follows (the “General
      Warranty”):
      (i)
      the Vendor Personnel shall perform the Services in a professional and
      workmanlike manner, in accordance with high professional standards, with a
      level
      of care, safety, skill, knowledge and judgment required or reasonably expected
      of firms or persons performing comparable services, that Vendor shall use
      adequate numbers of qualified individuals with suitable training, experience,
      competence and skill to perform the Services and that Vendor shall provide
      such
      individuals with training as to new products and services prior to the
      implementation of such products and services in the TXUED environment, and
      (ii)
      all Services shall be performed in accordance and compliance with the terms
      of
      this Agreement and all Work Product paid for entirely by TXUED shall be free
      from defects in workmanship and, to the extent Work Product paid for entirely
      by
      TXUED has underlying Specifications, shall be Compliant.

     

     

     

    TXUED
      AND
      VENDOR CONFIDENTIAL

    NYDB01
      17368821.15 24-Jun-06 19:23  

    
      
        
        

      

      
        
        

        28

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

       

    

    
      	 	
              (b)

            	
              Warranty
                Period.
                The General Warranty shall extend for a period (the “Warranty
                Period”)
                as follows: for a period of twenty-four months (24) months from the
                date
                of provision of Services or, in the case of Work Product paid for
                entirely
                by TXUED, TXUED’s final acceptance of such Work Product, except: (i) where
                specific Services or Work Product have been specified to have a longer
                warranty, in which case the General Warranty shall cover such specific
                Services or Work Product for the duration of such longer warranty
                period;
                or (ii) for any Services that are not performed in accordance with
                applicable TXUED Rules, TXUED Standards or Specifications, in which
                case
                the General Warranty shall cover such Services for four (4)
                years.

            


    

    


    
      	 	
              (c)

            	
              Remedies.
                If within the Warranty Period a breach of the General Warranty occurs,
                then upon receiving notice or otherwise becoming aware thereof, and
                as
                TXUED’s sole and exclusive remedy and Vendor’s sole and exclusive
                obligation and liability, Vendor shall, at no additional cost or
                expense
                to TXUED, re-perform the Services that are the subject of the General
                Warranty breach, or repair, replace or otherwise cure the defective
                or
                non-Compliant Work Product, and in each case the Resources required
                for
                such re-performance or repair, replacement or other cure shall not
                be
                counted in calculating the Charges payable or Resources utilized
                by
                TXUED.

            


    

    


    
      	 	
              (d)

            	
              Risk
                of Loss.
                Vendor shall bear the risk of loss or damage to any specific Work
                Product
                requiring repair, replacement or cure pursuant to this Section during
                the
                period during which Vendor is performing any repair, replacement
                or cure
                work on such Work Product.

            


    

    


    
      	 	
              (e)

            	
              Extended
                Warranty Period.
                The General Warranty shall apply to Services that are re-performed
                and
                Work Product that is repaired, replaced or otherwise cured pursuant
                to
                this Section for the longest of (x) an additional twenty-four (24)
                month
                period following re-performance or completion of the repair, replacement
                or other cure, (y) such longer period with respect to those specific
                Services or Work Product that have been specified to have a longer
                warranty or (z) four (4) years with respect to those Services that
                are not
                performed in accordance with applicable TXUED Rules, TXUED Standards
                or
                Specifications.

            


    

    


    
      	 	
              (f)

            	
              EXCLUSIVE
                WARRANTEES.
                EXCEPT AS EXPRESSLY PROVIDED IN THIS SERVICES AGREEMENT SECTION
                13.1,
                SECTION
                13.2
                AND SECTION 13.3
                AND IN THE MASTER AGREEMENT SECTION
                13.3,
                SECTION
                13.4
                AND SECTION
                13.5,
                VENDOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE
                SERVICES OR THE WORK PRODUCT, AND TXUED DISCLAIMS ANY WARRANTY IMPLIED
                BY
                LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
                A
                PARTICULAR PURPOSE AND ALL OTHER WARRANTIES IMPLIED OR ARISING BY
                OPERATION OF LAW, INCLUDING WARRANTIES OF CUSTOM, TRADE, COURSE OF
                DEALING
                OR USAGE.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        29

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              13.2

            	
              Work
                Product and Incorporated and Attached Items.
                Vendor warrants and covenants that all Work Product paid for entirely
                by
                TXUED and any materials (including Materials), equipment (including
                Equipment), tools and other Resources provided by Vendor and incorporated
                into or attached to any such Work Product shall be (a) free and clear
                of
                any security interests or other liens or encumbrances upon transfer
                to
                TXUED, and (b) of the grade specified by the applicable TXUED Rules,
                TXUED
                Standards or Specifications for their intended uses or, if no grade
                is so
                specified, of a reasonable grade for their intended
                uses.

            


    

     

    
      	
              13.3

            	
              Other
                Warranties.
                Vendor warrants and covenants that (a) the title conveyed to TXUED
                to any
                Work Product shall be good and its transfer rightful, and (b) none
                of the
                Work Product paid for entirely by TXUED shall infringe upon the rights
                (including proprietary rights) of any third
                party.

            


    

     

    
      	
              13.4

            	
              TXUED
                Warranties.
                TXUED warrants and covenants that (a) TXUED is the owner of or otherwise
                has the authority to grant the license in TXUED Owned Resources under
                Section
                12.1
                and (b) none of the TXUED Owned Resources shall infringe upon the
                rights
                (including proprietary rights) of any third
                party.

            


    

     

    
      	
              14.

            	
              TERMINATION.

            


    

     

    
      	
              14.1

            	
              Termination
                for Cause.

            


    

     

    
      	 	
              (a)

            	
              By
                TXUED.
                In addition to the termination rights set forth in the Master Agreement,
                if Vendor: 

            


    

     

    
      	 	
              (i)

            	
              commits
                a material breach of this Services Agreement or
                its material obligations in respect of any functional Services
                area
                which breach is not cured within forty-five (45) days after notice
                of the
                breach from TXUED or such longer period as may be set forth in the
                Master
                Agreement or this Services Agreement; provided that such forty-five
                (45)
                day period shall be extended up to one-hundred thirty-five (135)
                additional days so long as Vendor has commenced and is diligently
                pursuing
                and continues to use its best efforts to cure such breach and the
                failure
                to cure such breach does not have a material adverse effect on TXUED
                (which, for the avoidance of doubt, excludes those effects that have
                been
                cured by payment of money damages);

            


    

    
      	 	
              (ii)

            	
              commits
                a material breach of this Services Agreement or its material obligations
                in respect of any functional Services area which is not capable of
                being
                cured (including
                by the payment of money, where appropriate) within
                the period specified pursuant to Section 14.1(a)(i);
                or

            


    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        30

      

      
        
        

      

      

        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	 	
              (iii)

            	
              commits
                numerous breaches of this Services Agreement or
                its material obligations in respect of any functional Services
                area
                of
                which Vendor has received formal notice and which collectively constitute
                a material breach, and fails to (A) cure such breaches within forty-five
                (45) days
                after receiving notice from TXUED that such breaches have become
                a
                material breach;
                provided that such forty-five (45) day period shall be extended up
                to
                one-hundred thirty-five (135) additional days so long as Vendor has
                commenced and is diligently pursuing and continues to use its best
                efforts
                to cure such breach and the failure to cure such breach does not
                have a
                material adverse effect on TXUED (which, for the avoidance of doubt,
                excludes those effects that have been cured by payment of money
                damages);
                and (B) give TXUED adequate assurance that the cause of each of such
                breach has been corrected so as not to be repeated again, provided
                that
                if, within the twenty-four (24) month period following the completion
                of
                the cure described in the preceding clause (A), Vendor again commits
                numerous breaches of this Services Agreement or
                its material obligations in respect of any functional Services
                area
                which Vendor has previously received formal notice and which collectively
                constitute a material breach, Vendor shall not be entitled to the
                cure
                rights described in the preceding clause (A) and
                (B);

            


    

     

    then
      TXUED may, by giving notice to Vendor, terminate this Services Agreement as
      of a
      date specified in the notice of termination.

    


    
      	 	
              (b)

            	
              By
                Vendor.
                In
                the event that (i) TXUED fails to pay Vendor any undisputed portion
                of any
                Bi-Monthly Invoice within fifteen (15) days following notice from
                Vendor
                and TXUED continues to fail to pay Vendor within fifteen (15) days
                following a second notice from Vendor (to be delivered no earlier
                than
                fifteen (15) days after the first notice) stating that such amount
                is
                overdue and stating that Vendor may, in Vendor’s sole discretion,
                terminate the Agreement if such amount is not paid within three (3)
                days
                from the date of such second notice or (ii) in any calendar year,
                TXUED
                fails to pay the undisputed portion of five (5) or more Bi-Monthly
                Invoices within the time period set forth in Section
                11.1(b)
                and has received at least one notice from Vendor in respect of each
                such
                failure to pay.

            


    

     

    
      	
              14.2

            	
              Reserved.

            


    

     

    
      	
              14.3

            	
              Reserved.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        31

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              14.4

            	
              Termination
                for Insolvency.
                In the event that a Party (i) files for bankruptcy, (ii) becomes
                or is declared insolvent, or is the subject of any bona fide proceedings
                related to its liquidation, administration, provisional liquidation,
                insolvency that is not dismissed within sixty (60) days or the appointment
                of a receiver or similar officer for it, (iii) passes a resolution
                for its voluntary liquidation, (iv) has a receiver or manager
                appointed over all or substantially all of its assets, (v) makes an
                assignment for the benefit of all or substantially all of its creditors,
                (vi) enters into an agreement or arrangement for the composition,
                extension or readjustment of substantially all of its obligations
                or any
                class of such obligations, (vii) has its credit rating issued by one
                or more Ratings Agencies downgraded to or below “CCC” or their equivalent
                grade in the event of a change in rating scales by the Rating Agencies
                (provided that until Vendor obtains a credit rating, this clause
                (vii)
                shall not be a basis upon which TXUED may terminate this Services
                Agreement) or (viii) experiences an event analogous to any of the
                foregoing in any jurisdiction in which any of its assets are situated,
                then in any such event the other Party may terminate this Services
                Agreement as of a date specified in a termination notice; provided,
                however, that Vendor shall not have the right to exercise such termination
                under this Section so long as TXUED pays for the Services on a current
                basis. For purposes of this Section, “Ratings
                Agency”
                means each of Moody’s Investor Services or Standard & Poors and any
                successors thereto, and in the event either of such Entities no longer
                issues credit ratings, then another nationally recognized credit
                rating
                agency (if any) agreed to by the
                Parties.

            


    

     

    
      	
              14.5

            	
              Reserved.

            


    

     

    
      	
              14.6

            	
              Cross
                Terminations and Termination Charges.
                

            


    

     

    
      	 	
              (a)

            	
              This
                Services Agreement shall automatically terminate upon the expiration
                or
                termination of the Master
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Except
                for Termination Fees payable by TXUED if it terminates the Master
                Agreement under Section
                18.9,
                no other termination fees shall be payable by a Party that terminates
                this
                Services Agreement under an express termination right set forth in
                this
                Services Agreement.

            


    

    


    
      	 	
              (c)

            	
              Except
                as otherwise expressly provided in the Master Agreement or in this
                Services Agreement, each Party may only terminate this Services Agreement
                in its entirety.

            


    

     

    
      	
              14.7

            	
              Reserved.

            


    

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        32

      

      
        
        

      

       

      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED

        FIELD
          SERVICES AGREEMENT

      

       

       

    

    
      	
              15.

            	
              ASSIGNMENT
                OF SERVICES AGREEMENT FOR FINANCING.

            


    

    


    Vendor
      may assign, transfer, pledge, hypothecate or otherwise encumber all of its
      right, title and interest in, to and under this Services Agreement as collateral
      security for any financing Vendor may elect to enter into with any lender,
      trustee, lessor or other financing party (each a “Lender”) and pursuant to such
      financing, TXUED will execute and deliver a reasonable and customary consent
      to
      assignment for the benefit of the Lenders, which shall be in form and substance
      reasonably acceptable to TXUED. Such consent to assignment may address, among
      other items, (i) the right (but not the obligation) of the Lenders, pursuant
      to
      the exercise of their remedies under such assignment, to exercise Vendor’s
      rights and receive notices on behalf of Vendor under this Services Agreement,
      (ii) the right (but not the obligation) of the Lenders to cure defaults of
      Vendor in a manner reasonably satisfactory to TXUED, (iii) the right of the
      Lenders, upon request (to the extent permitted by applicable law), to receive
      a
      replacement agreement (which shall be in form and substance reasonably
      satisfactory to TXUED) should this Services Agreement be terminated or rejected
      as a result of any bankruptcy of Vendor, and (iv) the right to direct payments
      otherwise payable to Vendor (without offset or reduction) to an account
      controlled by the Lenders.

    


    


    


    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
          
             

             

          

          
          

        

        
          
          

          33

        

        
          
          

          
            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED

            FIELD
              SERVICES AGREEMENT

            


          

        

      

    

    

 

    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Services Agreement to be executed by their respective
      duly authorized representatives as of the Services Agreement Effective
      Date.

    
      	 	 	 
	 	 TXU
              ELECTRIC DELIVERY COMPANY
	 
 	 
 	 
 
	 	By:  	______________________________________
	 	Name:  
              ________________________________
	 	Title:    
              ________________________________


    

     

     

    
      	 	 	 
	 	 INFRASTRUX
              ENERGY SERVICES
	 	 GROUP
              LP
	 
 	 
 	 
 
	 	By:  	InfrastruX
              Energy GP, LLC, its general partner
	 	By:	InfrastruX Group, Inc.,
              its
              member
	 	 	By:     
              _________________________________
	 	Name: 
              _________________________________
	 	Title: 
                _________________________________


    

     

     

    
      	 	 	 
	 	 
	 
 	 
By: 	 
 TXU
              Asset Services Group Management LLC, its general
              partner
	 	 	 
	 	By:  	 
              __________________________________________________
	 	Name:  
              _____________________________________________
	 	Title:   
               _____________________________________________


    

     

    

      [Signature
        Page to Field Services Agreement]

    

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    
      EXECUTION
        COPY

      


      AMENDED
        AND RESTATED

      FIELD
        SERVICES AGREEMENT


    

    TABLE
      OF CONTENTS

     

     

     

    
      	
               Page

            

                                                                                             

    
      
        	
                1.

                 

              	
                BACKGROUND
                  AND CONDITIONS

                 

              	
                1

              
	
                2.

                 

              	
                DEFINITIONS
                  AND DOCUMENTS

                 

              	
                1

              
	 	
                2.1

              	
                Definitions

              	
                1

              
	 	
                2.2

                 

              	
                Other
                  Services Agreement Terms

                 

              	
                1

              
	
                3.

                 

              	
                TERM

                 

              	
                2

              
	 	
                3.1

              	
                Initial
                  Services Agreement Term

              	
                2

              
	 	
                3.2

                 

              	
                Extension

                 

              	
                2

              
	
                4.

                 

              	
                SERVICES

                 

              	
                3

              
	 	
                4.1

              	
                Overview

              	
                3

              
	 	
                4.2

              	
                Transition
                  Services and Transformation Services.

              	
                4

              
	 	
                4.3

              	
                Termination
                  Assistance Services

              	
                8

              
	 	
                4.4

              	
                Use
                  of Third Parties

              	
                12

              
	 	
                4.5

              	
                Employee
                  Transfers

              	
                13

              
	 	
                4.6

                 

              	
                Operational
                  and Financial Responsibility

                 

              	
                13

              
	
                5.

                 

              	
                FACILITIES,
                  ASSIGNED AGREEMENTS AND REQUIRED CONSENTS

                 

              	
                13

              
	 	
                5.1

              	
                TXUED
                  Facilities.

              	
                13

              
	 	
                5.2

              	
                Vendor
                  Facilities.

              	
                14

              
	 	
                5.3

              	
                Reserved

              	
                15

              
	 	
                5.4

              	
                Assignment
                  of Third Party Contracts

              	
                15

              
	 	
                5.5

              	
                Managed
                  Third Party Agreements

              	
                15

              
	 	
                5.6

              	
                Reserved

              	
                16

              
	 	
                5.7

                 

              	
                Required
                  Consents

                 

              	
                16

              
	
                6.

                 

              	
                SERVICE
                  LEVELS

                 

              	
                17

              
	 	
                6.1

              	
                General

              	
                17

              
	 	
                6.2

                 

              	
                ***

                 

              	
                18

              
	
                7.

                 

              	
                RESERVED

                 

              	
                19

              
	
                8.

                 

              	
                VENDOR
                  RESPONSIBILITIES.

                 

              	
                19

              
	 	
                8.1

              	
                Policy
                  and Procedures Manual

              	
                19

              
	 	
                8.2

              	
                Government
                  Contract Flow-Down Clauses

              	
                20

              
	 	
                8.3

              	
                Unauthorized
                  Use

              	
                21

              
	 	
                8.4

                 

              	
                Interface

                 

              	
                21

              


      

       

      
        

          ***CONFIDENTIAL
            MATERIAL REDACTED AND FILED SEPARATELY WITH THE
            COMMISSION
.

      

      
        
          
          

        

        
          
          

          i

        

        
          
          

        

      

       

      
        
          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED

          FIELD
            SERVICES AGREEMENT


        

      

      
        TABLE
          OF CONTENTS

        (continued)

         

      

         
        
          	
                   Page

                


        
                                                                                           


      
        	
                9.

                 

              	
                TXUED
                  RESPONSIBILITIES

                 

              	
                21

              
	 	
                9.1

              	
                TXUED
                  Service Delivery Executive

              	
                21

              
	 	
                9.2

                 

              	
                Cooperation

                 

              	
                22

              
	
                10.

                 

              	
                CHARGES

                 

              	
                22

              
	 	
                10.1

              	
                Reserved

              	
                22

              
	 	
                10.2

                 

              	
                ***

                 

              	
                22

              
	
                11.

                 

              	
                RESERVED

                 

              	
                22

              
	
                12.

                 

              	
                OWNERSHIP
                  OF MATERIALS

                 

              	
                23

              
	 	
                12.1

              	
                TXUED
                  Owned Resources

              	
                23

              
	 	
                12.2

              	
                Vendor
                  Owned Resources

              	
                25

              
	 	
                12.3

              	
                General
                  Rights

              	
                28

              
	 	
                12.4

              	
                Return
                  of TXUED Owned Resources

              	
                28

              
	 	
                12.5

                 

              	
                Return
                  of Vendor Owned Resources

                 

              	
                29

              
	
                13.

                 

              	
                ADDITIONAL
                  WARRANTIES AND COVENANTS

                 

              	
                29

              
	 	
                13.1

              	
                (a)
                  General Warranty

              	
                29

              
	 	
                13.2

              	
                Work
                  Product and Incorporated and Attached Items

              	
                31

              
	 	
                13.3

              	
                Other
                  Warranties

              	
                31

              
	 	
                13.4

                 

              	
                TXUED
                  Warranties

                 

              	
                31

              
	
                14.

                 

              	
                TERMINATION

                 

              	
                31

              
	 	
                14.1

              	
                Termination
                  for Cause

              	
                31

              
	 	
                14.2

              	
                Reserved

              	
                32

              
	 	
                14.3

              	
                Reserved

              	
                32

              
	 	
                14.4

              	
                Termination
                  for Insolvency

              	
                32

              
	 	
                14.5

              	
                Reserved

              	
                33

              
	 	
                14.6

              	
                Cross
                  Terminations and Termination Charges

              	
                33

              
	 	
                14.7

                 

              	
                Reserved

                 

              	
                33

              
	
                15.

                 

              	
                ASSIGNMENT
                  OF SERVICES AGREEMENT FOR FINANCING

                 

              	
                33

              


      

      


      ***CONFIDENTIAL
        MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

      


      End
        of TOC - Do not delete this paragraph!

    

    
      
        
        

      

      
        
        

        ii

      

      
        
        

      

    

     

    
      EXECUTION
        COPY

      
 

      AMENDED
        AND RESTATEDSCHEDULE A

      FIELD
        SERVICES AGREEMENT



    


    DEFINITIONS

    


    


    In
      addition to the terms defined in the Master Agreement, the following terms
      shall
      have the following meanings when used in this Services Agreement. 

    


    “Affected
      Vendor Personnel”
has
      the
      meaning set forth in Section
      4.3(c)
      of this
      Services Agreement.

    


    “AMIS”
means
      automated meter information System.

    


    “AMR”
means
      automated meter reading.

    


    “ANSI”
means
      American National Standards Institute and includes ANSI A300 and ANSI Z133
      as
      they relate to VM activities. 

    


    ANSI/ASQC
      Z1.9”
means
      a
      statistical sampling method that provides for the division of meters into
      homogenous groups, the annual selection and testing of a random sample of meters
      of each group, and the evaluation of the test results.

    


    “Annual
      Supply Chain Plan”
means
      the annual plan developed by Vendor and approved by TXUED, to deliver Total
      Cost
      of Ownership savings and process improvements.

    


    “Asset
      Plan”
means
      TXUED-approved types and scopes of Services required by TXUED for each calendar
      year. 

    


    “Assigned
      Agreements”
      has
      the
      meaning set forth in Section
      5.4(a)
      of this
      Services Agreement.

    


    “Association
      of Edison Illuminating Companies”
or
      “AEIC”
means
      the association made up of electric utilities that meet to exchange views and
      experiences in the management of their business in order to pool their common
      knowledge.

    


    “ASTM”
means
      American Society for Testing and Materials.

    


    “Auxiliary
      Items”
means
      extra equipment and services used to support the provision of the Services,
      including alternating current station service, direct current station service,
      batteries, battery chargers, power and control cable, conduit, fire protection,
      emergency generators, oil filtration, fiber optic isolation, oil spill
      mitigation and security systems.

    


    “Bermuda
      Release”
means
      a
      vegetation management program for converting land covered with nuisance weeds
      and vines into hardy bermuda species of grass, completed over a defined period
      of time and by applying prescribed methods as set forth in the relevant
      program.

    


     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        1

      

      
        
        

      

    

     

    
      
        EXECUTION
          COPY

        
 

         
          AMENDED AND RESTATEDSCHEDULE A

        FIELD
          SERVICES AGREEMENT

      



    

      “Business
        Hours”
means
        Monday through Friday, 7:00 AM to 7:00 PM CPT, excluding the following federally
        observed holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day,
        Thanksgiving Days (Thursday and Friday) and Christmas Day. Business Hours
        includes any day on which TXUED’s corporate offices are open for business.


      


      “Business
        Process Evolution”
has
        the
        meaning set forth in Section
        10.2(a)
        of this
        Services Agreement.

      


      “CableCure®
        Technology”
means
        the technology, intellectual property rights, products and services licensed
        by
        Dow Corning Corporation to Vendor’s Affiliate, UtilX Corporation, under an
        Exclusive License and Distribution Agreement dated September 26, 1991; all
        technology, intellectual property rights, products and services marketed
        and
        sold under the CableCure® trademark; all related Resources; all modifications,
        enhancements, improvements and Upgrades to and Derivative Works of any of
        the
        foregoing; the CableCure® trademark; and all intellectual property and
        proprietary rights therein.

      


      “CADD”
means
        computer-aided design and drafting.

      


      “CAE”
means
        computer-aided engineering.

      


      “Capital
        Maintenance Manual”
means
        the manual that provides guidance and instructions for the proper accounting
        treatment of costs related to physical changes in TXUED property.  The
        purpose of the Capital Maintenance Manual is to provide consistent guidelines
        for the classification of expenditures as either capital or expense. It
        identifies all existing Property Units and substantial items of property
        which
        make up the capital assets of TXUED.

      


      “Category”
means
        a
        group of Products which are common among Suppliers that provide those Products.
        An example of a Category is safety supplies, which includes most common safety
        products typical to Suppliers carrying this Category of Products.

      


      “CATS”
means
        Computer Assisted Trouble System, which is the name for the outage management
        System.

      


      “CCN”
means
        certificate of convenience and necessity.

      


      “Central
        Prevailing Time”,
        “Central
        Time”
or
        “CPT”
means
        either Central Standard Time or Central daylight time, as applicable, as
        established by national time standards.

      


      “Chargeable
        Vehicle Accident”
means
        an accident involving damage to a vehicle or property in which the vehicle
        is in
        motion, ready for motion, or otherwise not legally parked.

      


      “CIAC”
means
        contribution-in-aid of construction, which is the amount that a customer
        will be
        charged for a requested service. 

       

       

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23  

      

      
        
          
          

        

        
          
          

          2

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

      

      “CIGRE”
means
        the International Council on Large Electric Systems.

      


      “CMPC”
means
        Capital Maintenance Prioritization Committee, or the committee within TXUED’s
        transmission Business Unit that is responsible for identifying and prioritizing
        specific Transmission Line and Substation components requiring upgrade or
        replacement as part of a Maintenance program.

      


      “Comanche
        Peak”
means
        the nuclear power plant located near Glen Rose, Texas.

      


      “Commissioning”
and
        its
        derivatives mean all final assembly, processing, adjustments, diagnostic
        testing, and verification work required prior to placing a piece of Substation
        and Transmission Line equipment in service.

      


      “Communication
        Items”
means
        the physical plants and equipment for disseminating information, including
        SCADA, remote terminal units, carrier equipment, wave traps, coupling
        capacitors, fiber optic relay communication links, tone relaying circuit
        interface equipment and fiber optic isolation equipment.

      


      “Competitive
        Retailer”
or
        “CR”
means
        a
        retail electric provider, or a municipally owned utility or electric
        cooperative, that has the right to offer electric energy and related services
        at
        unregulated prices directly to retail customers who have Customer Choice,
        without regard to geographic location.

      


      “Construction”
and
        its
        derivatives mean all Resources necessary for the addition, modification,
        relocation, rebuilding, replacement or removal of Utility Facilities or any
        component thereof.

      


      “Construction
        Status Report”
means
        a
        report utilized to give updated status on Construction projects.

      


      ”Contract
        Changes”
has
        the
        meaning set forth in Section
        10.1
        of this
        Services Agreement.

      


      “Contract
        Year”
means
        the period ending on each anniversary of the Services Agreement Commencement
        Date during the Services Agreement Term. If any Contract Year is less than
        twelve (12) months, the rights and obligations that are calculated on a Contract
        Year basis will be proportionately adjusted for such shorter
        period.

      


      “Control
        Building Items”
means
        the Substation facilities which include architectural design, structure,
        space
        conditioning, grounding, raceways, lighting and communications. 

      


      “Customer
        Average Interruption Duration Index”
or
        “CAIDI”
means
        the average interruption duration for those customers whose electrical
        service(s) is/are interrupted during a year.

       

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23  

      

      
        
          
          

        

        
          
          

          3

        

        
          
          

        

        

          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

      

      “Customer
        Choice”
means
        the freedom of a retail customer to purchase electric services, either
        individually or through voluntary aggregation with other retail customers,
        from
        the provider(s) of the customer’s choice.

      


      “Customer
        Information System”
or
        “CIS”
means
        the System containing all data pertaining to all customer premises, including
        addresses, billing determinants and historical usage data. 

      


      “DART”
means
        an employee injury or work-related illness resulting in a day or days away
        from
        work, an employee job transfer or restricted duty.

      


      “DFR”
means
        digital fault recorder.

      


      “DFR
        Report Viewer”
means
        the system (including the viewer) used to collect, classify, view, analyze
        and
        manipulate data pertaining to digital fault recorders and to notify
        electronically (E-mail or paging) of a Transmission System event. 

      


      “Diagnostic
        Tests”
and
        “Diagnostic
        Testing”
means
        a
        test or testing conducted to detect, evaluate and/or indicate faults or
        failures, including power factor, transformer turns ratio, transformer frequency
        response analysis, DC megger insulation testing, winding resistance, low
        resistance ohm measurements, AC partial discharge, circuit breaker motion
        analysis, circuit breaker operator signature analysis, high potential testing,
        thermal infrared inspections, high current ground grid testing, soil resistivity
        and ground resistance, ground continuity, batteries and charger troubleshooting
        and acoustical testing. Oil tests include dielectric breakdown, moisture
        content, total combustible gas, and dissolved gasses.

      


      “Dig-Tess”
means
        the Dig-Tess Center, a damage prevention service, and TESS, the Texas Excavation
        Safety System, Inc.

      


      “Distribution
        Step-Down Substations”
means
        those Substations that perform transformation between transmission network
        and
        distribution network voltage levels, and interconnect portions of the utility
        distribution network. 

      


      “Distribution
        System”
means
        that portion of the electric delivery system operating at under 60 kilovolts
        (kV) that delivers electric energy to customers.

      


      “DOC”
means
        Distributions Operations Center.

      


      “Door
        Hanger”
means
        the method and means of notifying landowners and customers of upcoming VM
        work,
        or of educating landowners and customers of the need for VM work, and providing
        a toll free number for questions or concerns.

      


      “EEI”
means
        the Edison Electric Institute.

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23  

      

      
        
          
          

        

        
          
          

          4

        

        
          
          

        

        

          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

      

      “EHV”
means
        extra high voltage.

      


      “Electrical
        System”
means
        the Distribution System and the Transmission System.

      


      “Electronic
        Interfaces”
means
        any electronic transfer point for Substation and Transmission Line
        information.

      


      “EMF”
means
        electromagnetic field.

      


      “EPRI”
means
        the Electric Power Research Institute.

      


      “EPS
        Metering”
means
        ERCOT polled settlement metering. 

      


      “ERCOT”
means
        the Electric Reliability Council of Texas. 

      


      “ESI
        ID”
means
        basic identifier assigned to each service delivery point used in the
        registration and settlement Systems managed by ERCOT or another independent
        organization. 

      


      “Facilities
        Meter Information System”
or
        “FMIS”
means
        the System used to track, manipulate and store data pertaining to all meters,
        current transformers, voltage transformers and associated metering devices.
        

      


      “FIM”
means
        the financial information management System.

      


      “Fleet”
means
        transportation vehicles and equipment including passenger vehicles, aerial
        equipment, trailers and licensed specialty equipment.

      


      “Generating
        Switching Stations”
means
        those stations that transform generation voltage (usually 15 kV to 23 kV)
        up to
        transmission network voltage (usually 69 kV through 345 kV).

      


      “Generation/Transmission
        Switching Stations”
means
        Transmission Switching Stations located physically adjacent to Generating
        Switching Stations. 

      


      “Hazard
        Tree”
means
        any tree identified as a potential hazard or liability to the Electrical
        System.

      


      “HV”
means
        high voltage.

      


      “IEC”
means
        the International Engineering Consortium.

      


      “IEEE”
means
        the Institute of Electrical and Electronics Engineers.

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23  

      

      
        
          
          

        

        
          
          

          5

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

           

           

        

      

      “In-Service”
is
        defined as the Transmission Line and Substation facilities that are permanently
        energized and serving load or that are permanently placed in a condition
        such
        that they can immediately be used in a backstand role to serve
        load.

      


      “Initial
        Services Agreement Term”
has
        the
        meaning set forth in Section
        3.1
        of this
        Services Agreement.

      


      “Interconnection
        Facility”
means
        a
        facility to connect other Entities’ equipment to TXUED equipment.

      


      “ISA”
means
        the International Society of Arboriculture. 

      


      “Joint
        ROW”
means
        the agreements between TXUED and other electric transmission operators or
        owners
        for maintenance responsibilities of designated ROWs.

      


      “Joint
        Use”
means
        the common use of facilities, including multiple entities attaching their
        facilities to a common pole, permitted pursuant to agreements between TXUED
        and
        other utilities, cable or telephone companies. 

      


      “Kitting”
means
        the packaging of a job-specific consolidated bill of material that is labeled
        with information, including job number, crew number, location to be delivered
        and other applicable information, ensuring the efficient packaging and delivery
        of all Products.

      


      “Long
        Range Transmission & Distribution Plan”
means
        the multi-year forward looking strategic plan with regards to expansion and
        enhancement of the Transmission and Distribution Systems.

      


      “LV”
means
        low voltage.

      


      “Make
        Safe”
means
        the pruning of a tree to a safe distance from TXUED energized facilities
        so that
        customer or its agent can legally and safely continue pruning of the tree
        or
        seek its removal. 

      


      “Maintenance”
and
        its
        derivatives mean all Resources necessary for the repair, overhaul, correction,
        processing and rebuilding of any Utility Facilities or any component
        thereof.

      


      “Major
        Transmission/Substation SAIDI Event”
        means
        the System Average Interruption Duration Index (SAIDI) minutes associated
        with a
        single Transmission/Substation outage event which meets or exceeds 0.25 SAIDI
        minutes and is deemed non-controllable by TXUED.

      


      “Managed
        Invoices”
has
        the
        meaning set forth in Section
        5.5(b)
        of this
        Services Agreement.

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          6

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

      

      “Merchant
        Plant”
means
        an electrical generating facility.

      


      “Mobile
        Equipment”
means
        mobile or portable transformer, regulators, switches, breakers, protective
        relaying, emergency cables and other associated components.

      


      “National
        Arbor Day Foundation”
means
        the organization that TXUED participates with and from which TXUED seeks
        annual
        Tree Line USA recognition. 

      


      “National
        Electrical Safety Code”
or
        “NESC”
means
        IEEE standard C2-2002 engineering standards for accepted safety criteria
        for
        environments with live electric supply and communication lines.

      


      “National
        Institute of Standards Technology”
or
        “NIST”
means
        the Federal agency that works with industries to develop and apply technology,
        measurements, and standards.

      


      “NEMA”
means
        National Electrical Manufacturers Association.

      


      “NERC”
means
        North American Electric Reliability Council. 

      


      “Nominal
        Voltages”
means
        all available voltages as described in TXUED.

      


      “Non-Storm
        CAIDI”,
        “Non-Storm
        SAIDI”
and
        “Non-Storm
        SAIFI”
means
        CAIDI, SAIDI or SAIFI, as applicable, calculated after excluding outages
        that
        occur during storms or other events that meet the “Insurance Reserve” criteria
        established in TXUED’s then-current “Accounting Policies and Procedures
        Manual.”

      


      “NRC”
means
        the Nuclear Regulatory Commission.

      


      “Oak
        Wilt Guidelines”
means
        the Texas Forest Service’s guideline for mitigating oak wilt during various
        seasons in Texas.

      


      “OFF-ROW”
means
        vegetation that originates outside the normal ground or aerial ROW space.
        

      


      “TXUED
        Black Start Manual”
means
        the manual that defines the purpose, scope, objectives, and strategies to
        respond to a total or near total blackout. This manual provides guidelines
        for
        directing the overall recovery of the Electrical System, consistent with
        ERCOT
        guidelines and in support of ERCOT actions.

      


      “TXUED
        Emergency Restoration Plan”
means
        the manual that defines mission, policy and objectives in case of substantial
        damage to Transmission Lines, Substations, the Electrical System or other
        facilities. This manual includes detailed procedures needed to restore electric
        service in a timely, efficient, orderly and safe manner. 

       

       

       

      
 

        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          7

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

         

         

      

      “TXUED
        Licensed Resources”
means
        Resources that are licensed,
        leased or otherwise obtained by TXUED from a third party and used in connection
        with the Services.

      


      “TXUED
        Owned Resources”
has
        the
        meaning set forth in Section
        12.1(a)
        of this
        Services Agreement.

      


      “TXUED
        Safety Handbook”
means
        TXUED’s set of safety procedures and rules for performing work.

      


      “TXUED
        Service Delivery Executive”
has
        the
        meaning set forth in Section
        9.1
        of this
        Services Agreement.

      


      “TXUED
        Standards”
means
        all applicable TXUED business standards, including codes of conduct, hours
        of
        operation, and safety, security, confidentiality, quality assurance and testing
        requirements.

      


      “TXUED
        Tariff”
means
        the TXU Electric Delivery Company tariff filed with the PUCT and dated August
        30, 2004 (as such tariff may be amended from time to time).

      


      “TXUED
        Transmission and Substation Regions”
means
        the geographical boundaries, presently consisting of Dallas, Fort Worth,
        southeast and western regions, which are used to quantify a subset of the
        total
        Transmission Line and Substation assets. 

      


      “ON-ROW”
means
        vegetation that originates or has grown within the ground or aerial ROW space
        that is targeted by industry accepted methods.

      


      “Operating
        Procedures for Televised Events”
means
        the guidelines established for preparation and stand-by personnel if applicable
        for events meeting the criteria of a televised event.

      


      “Operations”
means
        all Services described in Schedule
        E-C
        and
Schedule
        E-E
        except
        those Services comprising Construction or Maintenance work. Operations include
        exercising or changing the state of various discrete pieces of equipment
        including fuses or circuit breakers, energizing discrete small portions of
        the
        Electrical System, modifying the control settings of discrete electrical
        components including capacitor or regulator controls or installing temporary
        facilities such as electrical jumpers or portable equipment under the guidance
        of TXUED Rules and TXUED Standards or as directed by TXUED. Notwithstanding
        anything to the contrary in the Master Agreement or this Services Agreement,
        Vendor’s performance of Operations shall not be deemed to mean that Vendor
        controls or manages the Electrical System.

      


      “OSHA”
means
        the Occupational Health and Safety Administration.

      


      “PCB”
means
        polychlorinated biphenyls.

       

       

       

      
 

        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          8

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

           

        

         

      

      “Priority
        Service Request”
means
        a
        request from a Competitive Retailer to provide a customer with same day service
        (including outside regular work hours).

      


      “Problem”
means
        any incident, issue or occurrence having an adverse effect on the Services
        or
        TXUED’s operations or any portion thereof. 

      


      “Product”
shall
        have the meaning set forth in Exhibit
        11
        of the
        Master Agreement.

      


      “Property
        Units”
are
        defined in the Capital Maintenance Manual. A Property Unit Number consists
        of
        six digits. The first two digits represent the appropriate capital account
        (the
        first digit of capital accounts has been dropped for simplification). The
        next
        four identify a specific Property Unit within the capital account. Each Property
        Unit detail page contains the name of the unit, the Property Unit number,
        the
        capital account, a description of the Property Unit and its components,
        substantial items of property included in the Property Unit and the types
        of
        costs that should be charged to maintenance.

      


      “Protection
        Control and Metering
        Items”
means
        the Substation facilities which include protective relaying, controls,
        Substation automation, electronic and electrical metering, thermal metering,
        indication, annunciation equipment, digital fault recorders, AMR, AMIS, SPS,
        EPS
        Metering, transducers and system monitoring.

      


      “PUCT”
means
        the Public Utility Commission of Texas. 

      


      “Ratings
        Agency”
has
        the
        meaning set forth in Section
        14.4
        of this
        Services Agreement.

      


      “Red
        Zone”
means
        TXUED’s formal approach to internal review and notification of critical work
        activities that may adversely affect the Electrical System and/or customers.
        It
        requires work oversight and proper notification when relatively high-risk
        tasks
        are being done that could adversely affect critical portions of the grid
        and/or
        critical customers. Such approach includes Construction, Operation, and
        Maintenance activities.

      


      “Refusal”
means
        a
        landowner, customer or other entity that attempts to prohibit the normal
        operation and maintenance of VM work activities including the ingress and
        egress
        to ROWs.

      


      “Refusal
        Packet”
means
        those materials useful in discussing necessary VM work with a landowner and/or
        customer. This packet includes applicable easements, TXUED Tariff, TXUED
        Plan
        Before You Plant, Chapter 756-Texas Health & Safety Code, Chapter
        186-Utilities Code and the PUCT Customer Fact Sheet-All About Trees and Power
        Lines. 

      


      “Relocation
        Project”
means
        the adjustment or relocation of TXUED facilities in response to a request
        or as
        required by a retail customer or governmental/municipal entity.

       

       

       

      
 

        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          9

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

         

      

      “REP”
means
        retail electric provider, defined in PURA § 31.002(17) as an Entity,
        certificated pursuant to PURA § 39.352, that sells electric power and energy to
        retail customers.

      


      “Required
        Consents”
has
        the
        meaning set forth in Section
        5.7
        of this
        Services Agreement.

      


      “Retained
        Resources and Business Processes”
has
        the
        meaning set forth in Section
        6.3
        of this
        Services Agreement.

      


      “Right
        of Way”
or
        “ROW”
means
        the space (ground and/or aerial) that the utility has rights for the
        construction, operation and maintenance of the Electrical System, including
        the
        pruning distance necessary for clearances. This space may be fee owned, a
        franchise utility easement, used pursuant to a verbal or written agreement
        with
        landowner or a documented easement with landowner or prescriptive rights.
        This
        also includes gates, barriers, culverts, roads and vehicle access. 

      


      “S&T”
means
        Substation and Transmission Lines.

      


      “S&T
        Databases”
means
        the Systems required to track, manipulate and store asset, project, Maintenance,
        work management and operational data.

      
 

      “SCADA”
means
        supervisory control and data acquisition.

      


      “SDB”
has
        the
        meaning set forth in Section
        8.2(c)
        of this
        Services Agreement.

      


      “Service
        Center” means
        a
        business office where TXUED Personnel, Vendor Personnel, Subcontractors and
        TXUED’s designees may meet and conduct business and where Products may be
        delivered or picked up.

      


      “Services
        Agreement Commencement Date”
for
        this Services Agreement shall mean the Closing Date under and as defined
        in the
        Participation Agreement, dated June 24, 2006, among InfrastruX Group, Inc.,
        a
        Washington corporation, TXU Asset Services Company LLC, a Delaware limited
        liability company, and (for certain limited purposes only) TXU Electric Delivery
        Company, a Texas corporation).

      


      “Services
        Agreement Renewal Term”
has
        the
        meaning set forth in Section
        3.2
        of this
        Services Agreement.

      


      “Services
        Agreement Term”
has
        the
        meaning set forth in Section
        3.2
        of this
        Services Agreement.

      


      “Site
        Related Items”
means
        non-electrical Substation equipment, including security fences/walls, site
        access, site grading, drainage, yard surfacing, site landscaping, irrigation,
        plumbing and foundations.

       

       

       

       

      
 

        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          10

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

      

      “SOSF
        Laboratory”
means
        TXUED’s “System Operating Services Facility” which provides laboratory support
        services including oil sample analysis.

      


      “Source”
and
        “Sourcing”
means
        the process of determining the buying method to utilize for any
        Product.

      


      “SPCC”
means
        spill prevention control and countermeasure(s).

      


      “Speaker’s
        Bureau”
means
        the TXUED program that includes photos, presentations, key messages and
        frequently asked questions for use by TXUED representatives during education
        meetings.

      


      “SPS”
means
        the special protection system, an automatic control system used to alter
        configuration or loading on a power grid.

      


      “Storm
        Debris”
means
        the tree damage from a storm. TXUED’s standard procedure is to follow-up over
        the subsequent day(s) to remove any of the ON-ROW trimmings related to healthy
        trees that were left on the ground during restoration. TXUED’s procedure
        prohibits the cleaning up or removal of those trees that split, blew over
        or
        otherwise failed due to windy storm conditions as this is the responsibility
        of
        the landowner. 

      


      “Strategic
        Sourcing”
means
        those activities which support determining the purchasing direction for any
        Product or commodity to facilitate the total cost of ownership of those
        Products.

      


      “Substation”
means
        one or more of the following: Transmission Switching Station; Generating
        Switching Station; Generation/Transmission Switching Stations; Distribution
        Step-Down Substation; Transmission/Distribution Step-Down Substation; and
        in
        each case includes Site Related Items, Switchyard Items, Control Building
        Items,
        Protection, Control, and Metering Items, Auxiliary Items, and Communications
        Items.

      


      “Substation
        and Transmission Line Information”
means
        all data, materials and files in electronic or paper formats and any derived
        knowledge, associated with, including Substation and Transmission Line assets,
        work processes, management processes, financial processes, reporting processes
        and operational processes.

      


      “Summer
        Preparedness”
means
        the Construction, Maintenance and Operations work and reporting necessary
        to
        prepare the Electrical System for anticipated summer loading
        conditions.

      


      “Supplier”
means
        a
        third party vendor or supplier of Products.

      


      “Supplier
        Performance Scorecard”
means
        the quantitative scorecard developed by Vendor and approved by TXUED to provide
        a quantitative measure of a Supplier’s performance.

       

       

       

      
 

        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          11

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

           

        

         

      

      “Switchyard
        Items”
means
        circuit breakers, air switches, circuit switchers, autotransformers, power
        transformations, voltage transformers, current transformers, metal clad
        switchgear, capacitors, metal clad capacitor banks, conductor, bus, connectors,
        insulation, reactive power compensation equipment, steel and wood support
        structures, grounding, raceways, lighting, communication equipment, load
        tap
        changers, bushings, voltage regulators, cooling equipment, motor operators,
        lightning shielding, surge arrestors, reactors, reclosers, instrument
        transformers and wildlife deterrent.

      


      “SWPPP”
means
        storm water pollution prevention plans.

      


      “System
        Average Interruption Duration Index”
or
        “SAIDI”
means
        the average interruption duration per customer served per year. 

      


      “System
        Average Interruption Frequency Index”
or
        “SAIFI”
means
        the average number of times a customer’s service is interrupted during a
        year.

      


      “System
        Emergency Operations Procedures Manual”
means
        the manual that defines the operating policies and procedures used during
        an
        ERCOT short supply advisory or an ERCOT emergency electric curtailment plan
        (EECP) condition, and that addresses inadequate generation or other negative
        grid impacts during adverse weather conditions. This manual also defines
        reporting requirements to PUCT, the U. S. Department of Energy and
        ERCOT.

      


      “System
        One-Line”
means
        a
        single line electrical representation of Substation and Transmission Line
        facilities.

      


      “System
        Operator”
means
        the TXUED entity
        which is expressly responsible for the control and operation and which directs
        to reconfiguration of the Electrical System. These responsibilities presently
        reside in TXUED’s Transmission Grid Management and in TXUED’s Distribution
        Operating Centers in Dallas and Ft. Worth.

      


      “Termination
        Assistance Plan”
has
        the
        meaning set forth in Section
        4.3(a)(ii)
        of this
        Services Agreement.

      


      “Texas
        Department of Transportation”
or
        “TXDOT”
means
        the State of Texas agency with applicable VM standards for managing vegetation
        along state highways. 

      


      “Texas
        Forest Service”
or
        “TFS”
means
        the State of Texas department in cooperation with the Texas A&M University
        system.

      


      “TGM”
means
        transmission grid management.

      


      “TGO”
means
        transmission grid operations.

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          12

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

           

        

         

      

      “TMS”
means
        transmission management system, which includes the energy management system
        used
        to monitor and control Substations and Transmission Lines.

      


      “Total
        Cost of Ownership”
means
        the total net cost of a Product, including initial price, expected life,
        operating cost and salvage cost.

      


      “Tower”
means
        the Services described in each subsidiary Schedule to Schedule
        E
        or any
        portion of the Services that are designated within a subsidiary Schedule
        to
Schedule
        E
        as
        comprising a Tower.

      


      “TPIT”
means
        transmission project information tracking.

      


      “Transformation
        Milestone”
has
        the
        meaning set forth in Section
        4.2(i)
        of this
        Services Agreement.

      


      “Transition
        Milestone”
has
        the
        meaning set forth in Section
        4.2(c)
        of this
        Services Agreement.

      


      “Transmission/Distribution
        Step-Down Substations”
means
        Distribution Step-Down Substations located within Transmission Switching
        Stations or within Generation/Transmission Switching Stations. 

      


      “Transmission
        Line”
means
        Transmission Overhead Line Facilities, Transmission Underground Facilities
        and
        ROW rated at Nominal Voltages.

      


      “Transmission
        Repair Center”
means
        the TXUED shop used to fabricate replacement parts and to stock specialty
        equipment parts for routine and reactive maintenance of Substation
        equipment.

      


      “Transmission
        Overhead Line”
means
        the following components: structures (includes lattice structures, wood,
        concrete, steel tower and steel pole), wire, insulators, hardware, foundations,
        grounding, lightning shielding, fiber optic communication paths, guys, anchors,
        aerial marker balls, aerial lights, cathodic protection, surge arrestors,
        wildlife protection, switches, motor operators, SCADA, automatic sectionalizing
        equipment, and other associated components. Transmission Overhead Line
        Facilities may be jointly used by other entities upon approval by
        TXUED.

      


      “Transmission
        ROW Facilities”
means
        land held in easement or owned in fee upon which Transmission Overhead Line
        Facilities and Transmission Underground Line Facilities reside and includes
        land, gates, fences, barriers, culverts and roads.

      


      “Transmission
        Switching Stations”
means
        interconnect portions of the utility system transmission network, and may
        include transformation between transmission network voltage levels.

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23  

      

      
        
          
          

        

        
          
          

          13

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

      

      “Transmission
        System”
means
        the electric grid encompassing Transmission Lines and Substations. 

      


      “Transmission
        Underground Line”
means
        the following components: underground transmission cable, terminations,
        termination Substation items, duct banks, pumping stations, cathodic protection,
        and other associated components.

      


      “Tree
        Growth Regulator”
or
        “TGR”
means
        the process where a chemical is applied or injected into a tree system (may
        include soil treatments) for slowing or retarding future tree growth. It
        is
        usually applied to a tree that may grow at a much higher rate than other
        trees
        on the circuit.

      


      “Tree
        Line USA”
means
        the annual recognition for utilities committed to the requirements as set
        forth
        under the National Arbor Day Foundation and approved in cooperation with
        the
        Texas Forest Service.

      


      “Tree
        Removal Guidelines”
means
        the standard removal criteria described within the VM Guidelines and reviewed
        periodically to support current circuit cycle.

      


      “TSN”
means
        the assigned identification number for a Product.

      


      “TXDOT”
means
        the Texas Department of Transportation.

      


      “UAA”
means
        the Utility Arborist Association. 

      


      “Utility
        Facilities”
means
        all Resources used to provide electric transmission and distribution services,
        including all Distribution Step-Down Substations, Distribution Systems,
        Generating Switching Stations, Generation/Transmission Switching Stations,
        S&T, S&T Databases, Substations, Switchyard Items, TMS,
        Transmission/Distribution Step-Down Substations, Transmission Lines,
        Transmission Overhead Lines, Transmission ROW Facilities, Transmission Switching
        Stations, Transmission Systems and Transmission Underground Lines.

      


      “Utility
        Industry Average Reliability”
means
        the average of PA Consulting T&D Best Practices Survey, Public Service
        Electric & Gas Peer Panel Survey, Southern Company Distribution Benchmarking
        Study and EEI Reliability Report. 

      


      “VEE”
means
        the process of validating, editing and estimating data.

      


      “Vendor
        ERP System”
means
        Vendor’s ERP system (currently based on Oracle software), the configuration and
        implementation of the system and related Software, all related materials,
        and
        all intellectual property and proprietary rights therein.

       

      
 

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          14

        

        
          
          

        

         

        
          
            EXECUTION
              COPY

            
 

            AMENDED
              AND RESTATEDSCHEDULE A

            FIELD
              SERVICES AGREEMENT

          

        

         

         

      

      “Vendor
        Licensed Materials”
means
        Materials that are licensed,
        leased or otherwise obtained by Vendor from a third party,
        excluding in each case any Work Product paid for entirely by TXUED,
        and used
        in connection with the Services.

      


      “Vendor
        Owned Materials”
means
        Materials that are owned,
        acquired or developed by or on behalf of Vendor or Vendor’s
        Affiliates,
        excluding in each case any Work Product paid for entirely by TXUED and any
        Vendor Licensed Materials, and
        used
        in connection with the Services.

      


      “Vendor
        Owned Resources”
has
        the
        meaning set forth in Section
        12.2(a)
        of this
        Services Agreement.

      


      “Vendor
        Service Delivery Executive”
has
        the
        meaning set forth in Section
        7.1
        of this
        Services Agreement.

      


      “VM”
means
        vegetation management.

      


      “VM
        Distribution Guidelines”
means
        TXUED’s preferred strategy for chemically treating all trees (except on
        residential property) at or below the neutral in lieu of pruning such trees.
        The
        VM Distribution Guidelines include industry standards, ANSI guidelines and
        Texas
        Forest Service Oak Wilt Guidelines.

      


      “VM
        Guidelines”
means
        a
        set of materials for describing standards, methods, procedures and processes,
        including the VM Distribution Guidelines and the VM Transmission
        Guidelines.

      


      “VM
        Transmission Guidelines”
means
        TXUED’s preferred strategy for clearing the floor within transmission rights of
        ways so that only grasses exist. The VM Transmission Guidelines include industry
        standards, ANSI guidelines and Texas Forest Service Oak Wilt
        Guidelines.

      


      “VM
        Trouble Codes”
means
        outage codes with weather descriptions for describing vegetation-related
        incidents. They are outages that occur during normal or adverse weather
        conditions and further coded as ON-ROW, OFF-ROW or VINE/IVY.

      


      “Warning
        Letter”
means
        the action taken, including written or verbal warning and/or notification
        of law
        enforcement, to educate an entity that has notified TXUED or TXUED Third
        Party
        Contractors of its intent to violate the State of Texas Health & Safety
        Code, also known as Chapter 752 - Texas Health & Safety Code. Such violation
        includes pruning a tree in close proximity to a high voltage power line.
        

      


      “Winter
        Preparedness”
means
        the Construction, Maintenance and Operations work and reporting necessary
        to
        prepare the Electrical System for anticipated winter loading
        conditions.

      


      “Work
        Product”
        shall
        have the meaning set forth in Exhibit
        1
        of the
        Master Agreement.

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          15

        

        
          
          

        

      

      

        

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE B

          FIELD
            SERVICES AGREEMENT

        

      

       

       

      


        ***

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    

      ***CONFIDENTIAL
        MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION

    

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        1

      

      
        
        

      

       

      

        

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE B.1

          FIELD
            SERVICES AGREEMENT

        

      

       

      

        DETAILED
          TRANSITION PLAN

         

         

        
 

        To
          be
          completed pursuant to Section
          4.2(b)
          of this
          Services Agreement.

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          1

        

        
          
          

        

         

        

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE C

          FIELD
            SERVICES AGREEMENT

        

        

          KEY
            VENDOR PERSONNEL

          


          


          ***

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        

          ***CONFIDENTIAL
            MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

        

         

        
          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
            

          

          
            
            

            1

          

          
            
            

          

           

          

            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED SCHEDULE D

            FIELD
              SERVICES AGREEMENT

          

          

            ***

          

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

          

            ***CONFIDENTIAL
              MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

          

           

          
            TXUED
              AND
              VENDOR CONFIDENTIAL

            NYDB01
              17368821.15 24-Jun-06 19:23 

          

          
            
              
              

            

            
              
              

              1

            

            
              
              

            

          

           

        

        

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE E

          FIELD
            SERVICES AGREEMENT

           


          STATEMENT
            OF WORK

           

          1.  INTRODUCTION
            AND GENERAL OBLIGATIONS

           

          ***

           

          2.  GUIDING
            PRINCIPLES

           

          ***

           

          3.  COMPLIANCE
            WITH LAWS

           

          ***

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        

          ***CONFIDENTIAL
            MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

        

         

        
          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
            

          

          
            
            

            1

          

          
            
            

          

        

         

        

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE F

          FIELD
            SERVICES AGREEMENT

        

        

          ***

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        

          ***CONFIDENTIAL
            MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

        

         

        TXUED
          AND
          VENDOR CONFIDENTIAL

        
          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
            

          

          
            
            

            1

          

          
            
            

          

           

          

            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED SCHEDULE G

            FIELD
              SERVICES AGREEMENT

          

           

          

            ***

          

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

          

            ***CONFIDENTIAL
              MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

          

          
            TXUED
              AND
              VENDOR CONFIDENTIAL

            NYDB01
              17368821.15 24-Jun-06 19:23 

          

          
            
              
              

            

            
              
              

              1

            

            
              
              

            

             

            
              EXECUTION
                COPY

              


              AMENDED
                AND RESTATED SCHEDULE H

              FIELD
                SERVICES AGREEMENT

            

             

            

              SOFTWARE

              


              


              
                	
                         

                        Application

                         

                      


              

               

              
                	
                         

                        ACIS
                          -Automated Contractor Invoicing System

                      
	
                         

                        ADRS
                          - Automated Distribution Reporting System

                      
	
                         

                        AERS
                          - Automated Emergency Reporting System

                      
	
                         

                        AIS
                          - Aerial Inspections System

                      
	
                         

                        AMI

                      
	
                         

                        Ares
                          Landmark

                      
	
                         

                        ASAP

                      
	
                         

                        ASPEN

                      
	
                         

                        Aspen
                          Learning Center

                      
	
                         

                        Autoview

                      
	
                         

                        CATS
                          - HOT CATS - Computer Assisted Trouble System - Disaster
                          Recovery System -
                          Boulder Colorado

                      
	
                         

                        CATS
                          - Computer Assisted Trouble System

                      
	
                         

                        CC
                          Information System

                      
	
                         

                        CC
                          Switching and Tagging

                      
	
                         

                        Chemical
                          Inventory

                      
	
                         

                        CIS
                          - Customer Information System

                      
	
                         

                        CITRIX

                      


              

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  1

                

                
                  
                  

                

                 

                
                  EXECUTION
                    COPY

                  


                  AMENDED
                    AND RESTATED SCHEDULE H

                  FIELD
                    SERVICES AGREEMENT

                

                 

                 

                
                  
                    	
                             

                            Application

                             

                          


                  

                   

                

              

              
                	
                         

                        Clearance
                          Tracking

                      
	
                         

                        CNO
                          - Customer Notification of Outages System

                      
	
                         

                        CPC
                          Viewer

                      
	
                         

                        CYME

                      
	
                         

                        Data
                          Mining Tool

                      
	
                         

                        DBNews

                      
	
                         

                        DBUINET

                      
	
                         

                        DEMS
                          - Distribution Equipment Management System

                      
	
                         

                        DFR
                          - Digital Fault Recorder

                      
	
                         

                        DFR
                          - Report Viewer

                      
	
                         

                        DIS
                          - Distribution Information System

                      
	
                         

                        Documentum

                      
	
                         

                        DPS-
                          Distribution Planning System

                      
	
                         

                        Driver
                          Management On-Line

                         

                      
	
                         

                        E*Gate

                      
	
                         

                        EDIFY

                      
	
                         

                        EIS
                          - Employment Information System

                      
	
                         

                        Emergency
                          Restoration

                      


              

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  2

                

                
                  
                  

                

                
                  EXECUTION
                    COPY

                  


                  AMENDED
                    AND RESTATED SCHEDULE H

                  FIELD
                    SERVICES AGREEMENT

                

                 

                
                  
                    	
                             

                            Application

                             

                          


                  

                   

                

              

              
                	
                         

                        EMT
                          - Estimating and Materials Tracking

                      
	
                         

                        E-Portal

                      
	
                         

                        EPRI
                          SDW V2.0 Substation Design

                      
	
                         

                        Events
                          Logger

                      
	
                         

                        EZPAY

                      
	
                         

                        FALLS

                      
	
                         

                        FEPI

                      
	
                         

                        FIM
                          - Financial Information Management System

                      
	
                         

                        FIM-FAM

                      
	
                         

                        FMIS
                          - Facility Meter Information System

                      
	
                         

                        FRED
                          - Forecasting Requirements Engineering Database

                         

                      
	
                         

                        Geomedia

                      
	
                         

                        Image
                          Wave

                      
	
                         

                        IVR

                      
	
                         

                        KVAR
                          Management

                      
	
                         

                        Laboratory
                          Information Management System

                      
	
                         

                        Lotus
                          Notes

                      
	
                         

                        Manager
                          Express

                      
	
                         

                        Maximo
                          - Distribution

                      
	
                         

                        Maximo
                          - Transmission

                      


              

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  3

                

                
                  
                  

                

              

              
                EXECUTION
                  COPY

                


                AMENDED
                  AND RESTATED SCHEDULE H

                FIELD
                  SERVICES AGREEMENT

              

               

              
                
                  	
                           

                          Application

                           

                        


                

                 

              

              
                	
                         

                        Microstation
                          TDMS

                      
	
                         

                        Mobile
                          Data - Mobile Data Computing

                      
	
                         

                        Navigator

                      
	
                         

                        ODMP

                      
	
                         

                        Outlook

                      
	
                         

                        P3e
                          - Primavera - Distribution

                      
	
                         

                        P3e
                          - Primavera - Transmission

                      
	
                         

                        PI
                          Historian - Process Information

                      
	
                         

                        Plant
                          Ware

                      
	
                         

                        PMMS/Prolenium
                          - Purchasing and Materials Management System

                      
	
                         

                        Polaris

                      
	
                         

                        PONS
                          - Planned Outage Notification System

                      
	
                         

                        PTLoad
                          and Transformer ratings program

                      
	
                         

                        Right
                          Now

                      
	
                         

                        Rooftop

                      
	
                         

                        Shell
                          Accounts Database

                      
	
                         

                        SOSF
                          Waste Tracking

                      
	
                         

                        Spill
                          Management System

                      
	
                         

                        SQM
                          / ERM

                      


              

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  4

                

                
                  
                  

                

                
                  EXECUTION
                    COPY

                  


                  AMENDED
                    AND RESTATED SCHEDULE H

                  FIELD
                    SERVICES AGREEMENT

                

                

                  
                    	
                             

                            Application

                             

                          


                  

                   

                

              

              
                	
                         

                        TAD
                          - Transmission Administration

                      
	
                         

                        Tadpole-Cartesia

                      
	
                         

                        Telalert

                      
	
                         

                        Teleatlas
                          database

                      
	
                         

                        TED
                          - Transmission Engineering Database

                      
	
                         

                        Transmission
                          Document Management System

                      
	
                         

                        TFCC

                      
	
                         

                        TIRS
                          - Transmission Interruption Reporting Systems

                      
	
                         

                        TLM
                          -Transformer Load Mgmt

                      
	
                         

                        TMS
                          - Transmission Management System

                      
	
                         

                        TMS
                          Logger

                      
	
                         

                        T-Portal

                      
	
                         

                        Tree
                          Manager

                      
	
                         

                        Trouble
                          Density

                      
	
                         

                        Transformer
                          Load Management

                      
	
                         

                        VALTRAN

                      
	
                         

                        Weather
                          Collector & Sign Display

                      
	
                         

                        Work
                          Order Tracking System

                      
	
                         

                        Worktech
                          Time

                      


              

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  5

                

                
                  
                  

                

                

                  EXECUTION
                    COPY

                  


                  AMENDED
                    AND RESTATED SCHEDULE H

                  FIELD
                    SERVICES AGREEMENT

                

                 

              

              

                
                  	
                           

                          Application

                           

                        


                

                 

              

              
                	
                         

                        Yucon

                      
	
                         

                        Custom
                          Applications - Centralized

                      


              

               

               

               

               

               

               

               

               

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  6

                

                
                  
                  

                

              

              

                EXECUTION
                  COPY

                


                AMENDED
                  AND RESTATED SCHEDULE I

                FIELD
                  SERVICES AGREEMENT

 

              

                TERMINATION
                  ASSISTANCE SERVICES

                


                


                In
                  addition to the Termination Assistance Services described in this
                  Services
                  Agreement, Termination Assistance Services may include, as requested
                  by TXUED,
                  the Services, functions and responsibilities set forth below. 

                 

                	A.  	
                        Risk
                          Identification.

                      


                 

                Vendor
                  shall notify TXUED of significant risk factors relating to the
                  transition of the
                  Services and, at TXUED’s request, shall design plans and contingencies to
                  mitigate such risk.

                 

                	B.  	
                        Termination
                          Management Team.

                      


                 

                Vendor
                  and TXUED shall each assemble a transition management team, at
                  such location as
                  specified by TXUED, within ten (10) business days following TXUED’s notice of
                  termination of the Master Agreement or this Services Agreement
                  as to all or part
                  of the Services or ten (10) business days after TXUED’s notice of its decision
                  not to extend the Term of
                  the
                  Master Agreement or the Services Agreement Term.
                  Vendor’s transition management team shall provide to TXUED a detailed
                  methodology for the complete review, certification and acceptance
                  of the
                  Termination Assistance Services and related Resources. In addition,
                  Vendor’s
                  transition management team shall perform a complete assessment
                  of the
                  documentation, lists, instructions, specifications and other informational
                  materials required to be delivered under this Schedule
                  I
                  and
                  shall update such Resources as and to the extent appropriate. Except
                  as
                  otherwise provided herein and to the extent practicable, this assessment,
                  together with such documentation, lists, instructions, specifications
                  and other
                  informational materials and any resulting updates, shall be delivered
                  to TXUED
                  no later than thirty (30) days prior to the effective date of the
                  expiration or
                  termination of the Master Agreement or this Services Agreement.
                  Vendor’s
                  transition management team and identified subject matter experts,
                  as approved by
                  TXUED, will remain at the location specified by TXUED for a minimum
                  of sixty
                  (60) calendar days after the effective date of the expiration or
                  TXUED’s
                  termination of the Master Agreement or this Services Agreement,
                  or as otherwise
                  directed by TXUED.

                 

                	C.  	
                        Knowledge
                          Transfer.

                      


                 

                As
                  requested by TXUED, Vendor shall
                  provide
                  for a transfer of knowledge regarding the Services, TXUED’s requirements and
                  related topics so as to facilitate the provision of the Services
                  by TXUED or its
                  designee(s). This knowledge transfer shall consist of:

                 

                
                  	 	
                          1.

                        	
                          Providing
                            to personnel designated by TXUED reasonable training
                            (in a manner mutually
                            agreed to by the Parties) in the performance of the Services
                            that are to
                            be transferred;

                        


                

                 

                 

                 

                 

                 

                 

                 

                
                  TXUED
                    AND
                    VENDOR CONFIDENTIAL

                  NYDB01
                    17368821.15 24-Jun-06 19:23 

                

                
                  
                    
                    

                  

                  
                    
                    

                    1

                  

                  
                    
                    

                  

                  

                    EXECUTION
                      COPY

                    


                    AMENDED
                      AND RESTATED SCHEDULE I

                    FIELD
                      SERVICES AGREEMENT

                  

                   

                   

                

                
                  	 	
                          2.

                        	
                          Providing
                            to TXUED and its designee(s) information regarding the
                            Services as
                            reasonably necessary to implement the termination assistance
                            plan, and
                            providing such information regarding the Services as
                            reasonably necessary
                            for TXUED or its designee(s) to assume responsibility
                            for continued
                            performance of Services in an orderly manner so as to
                            minimize disruption
                            in the operations of TXUED and the Eligible Recipients,
                            including (i) the
                            information and work product related to the work processes
                            and Software
                            for which Vendor has financial or operational responsibility;
                            and (ii) key
                            support contacts (names, business phone numbers, fax
                            numbers, e-mail
                            addresses and business postal addresses) of TXUED Personnel
                            and
                            third-party personnel, and of Vendor Personnel during
                            the transition from
                            Vendor to TXUED or its designee(s);


                        


                

                 

                
                  	 	
                          3.

                        	
                          Subject
                            to the terms of this Services Agreement, providing TXUED
                            and its
                            designee(s) immediate access to Equipment, Materials,
                            supplies, tools,
                            Equipment, vehicles, information, facilities, Software,
                            employees, third
                            parties and other Resources used by Vendor to provide
                            the Services, and
                            providing TXUED and its designee(s) information concerning
                            such items, all
                            as necessary for transition of the Services to TXUED
                            or its designee(s);
                            

                        


                

                 

                
                  	 	
                          4.

                        	
                          Providing
                            Software and hardware to which TXUED or its designee(s)
                            is entitled under
                            the Agreement, including a complete production image
                            of mainframe and
                            midrange/server Systems, object code, related work product,
                            master file
                            and field descriptions, record layouts, object libraries,
                            reference files,
                            technical specifications, and all other Materials and
                            user documentation
                            and manuals for such Software, along with run documentation
                            and job
                            control or parameter listings necessary for TXUED or
                            its designee(s) to
                            run such Software and provide the
                            Services.

                        


                

                 

                
                  	 	
                          5.

                        	
                          Supplying
                            information concerning Equipment, Software, types and
                            skills of employees,
                            third parties and other Resources used by Vendor to provide
                            the Services,
                            as may be reasonably necessary for TXUED or its designee(s)
                            to assume
                            responsibility for the Services;

                        


                

                 

                
                  	 	
                          6.

                        	
                          Explaining
                            the Change Control Process, problem management process,
                            Policy and
                            Procedures Manual, Reports and other standards and procedures
                            to TXUED’s
                            or its designee’s operations staff;

                        


                

                 

                
                  	 	
                          7.

                        	
                          Providing
                            TXUED and its designee(s) with reasonable telephone access
                            to Vendor
                            Personnel during the twelve (12) months following the
                            conclusion of
                            Termination Assistance Services; provided, however, that
                            Vendor shall not
                            be obligated to provide a level of such access that would
                            materially
                            disrupt the then-current activities of such Vendor Personnel;
                            

                        


                

                 

                 

                 

                 

                 

                 

                
                  TXUED
                    AND
                    VENDOR CONFIDENTIAL

                  NYDB01
                    17368821.15 24-Jun-06 19:23 

                

                
                  
                    
                    

                  

                  
                    
                    

                    2

                  

                  
                    
                    

                  

                  

                    EXECUTION
                      COPY

                    


                    AMENDED
                      AND RESTATED SCHEDULE I

                    FIELD
                      SERVICES AGREEMENT

                  

                   

                   

                

                
                  	 	
                            8.

                        	
                          Explaining
                            the extent and nature of the impact of governmental or
                            regulatory
                            requirements compliance (to the extent Vendor is responsible
                            for such
                            regulatory compliance), if any, on the Services; and 

                        


                

                 

                
                  	  	
                           
                            9.

                        	
                          Assisting
                            in identifying alternate sources of Resources, including
                            skilled labor and
                            spare Equipment parts.

                        


                

                 

                	D.  	
                        Human
                          Resources Transfer.

                      


                 

                
                  	 	1.	
                          All
                            Services described in this Services Agreement and in
Schedule
                            E,
                            including the Services related to safe and reliable electric
                            delivery, are
                            essential to TXUED; therefore, Vendor shall provide immediate
                            assistance
                            required by TXUED or its designee(s) in hiring Vendor
                            Personnel (pursuant
                            to the terms of this Services Agreement) or substitute
                            employees that are
                            trained, competent and possessing any required certification
                            to perform
                            the Services. Such assistance shall consist of: (i) providing a
                            listing of Vendor Personnel used to provide the Services
                            in sufficient
                            detail to determine their applicability to the transition
                            process and
                            on-going operation and support of TXUED’s or its designee’s performance of
                            the Services; (ii) making available, subject to applicable Law and
                            confidentiality requirements and solely for internal
                            TXUED use,
                            information on current salary and benefit structures,
                            both overall and in
                            matrices by individual Vendor Personnel performing the
                            Services, as
                            required in order to make hiring decisions; (iii) providing a current
                            organizational chart by individual Vendor Personnel assigned
                            to perform
                            the Services; (iv) assessing the skills mix of Vendor Personnel
                            providing the Services; (v) identifying any then-current or
                            anticipated employee resource requirements and comparing
                            those
                            requirements with the skill set of the Vendor Personnel
                            then assigned to
                            perform the Services; and (vi) allowing TXUED immediate
                            access to Vendor
                            Personnel through personal contacts such as phone calls,
                            mail (including
                            e-mail) and face-to-face meetings.

                        


                

                	 	 


                
                  	 	
                           2.

                        	
                          Subject
                            to applicable Laws, during the Termination Assistance
                            Services period,
                            TXUED shall provide Vendor with a list of those Vendor
                            Personnel, if any,
                            to whom TXUED does not in good faith expect to make offers
                            of employment
                            and those Vendor Personnel who have finally declined
                            offers of employment,
                            and shall update such list from time to time. TXUED’s inclusion or
                            omission of any Vendor Personnel from the list supplied
                            to Vendor shall
                            neither preclude TXUED from making an offer of employment
                            to those Vendor
                            Personnel omitted from the list nor obligate TXUED to
                            make an offer to
                            those included on the list.

                        


                

                
 


                
                  TXUED
                    AND
                    VENDOR CONFIDENTIAL

                  NYDB01
                    17368821.15 24-Jun-06 19:23 

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      3

                    

                     

                  

                

                
                  
                    EXECUTION
                      COPY

                    


                    AMENDED
                      AND RESTATED SCHEDULE I

                    FIELD
                      SERVICES AGREEMENT

                  

                   

                   

                

                
                  	 	
                          F.

                        	
                          Operational
                            Transfer. 

                        


                

                 

                Vendor
                  shall perform all activities reasonably required to effect a smooth
                  transition
                  of operational responsibility for the Services. Subject to the
                  terms of this
                  Services Agreement, this shall include providing to TXUED or its
                  designee(s) the
                  items described below and completing the tasks described below:


                 

                
                  	 	
                          1.

                        	
                              Pre-Transition
                            Services. At
                            TXUED’s request, pre-transition services of Vendor shall
                            include:

                        


                

                 

                	a.  	
                        Providing
                          to TXUED all documentation used by Vendor to provide the
                          Services,
                          including Vendor’s back-up tapes (to the extent applicable to TXUED),
                          disaster recovery plans, TXUED Data, Equipment, Software,
                          Services,
                          desktop, server and mainframe Software inventories, TXUED
                          System
                          configuration information and all other technical
                          information;

                      


                 

                	b.  	
                        Identifying,
                          recording and providing release levels for Software and
                          updating such
                          records of release levels prior to and during transition
                          of the
                          Services;

                      


                 

                	c.  	
                        Halting
                          development and implementation of all changes to the Systems,
                          Software or
                          other Resources utilized in performing the Services unless
                          otherwise
                          requested by TXUED, except maintenance necessary to address
                          processing
                          problems;

                      


                 

                	d.  	
                        Providing
                          reasonable assistance to TXUED or its designee(s) in notifying
                          third party
                          suppliers of procedures to be followed during the transition
                          of Services;
                          

                      


                 

                	e.  	
                        Assisting
                          TXUED or its designee(s) in transferring naming
                          conventions;

                      


                 

                	f.  	
                        Providing
                          multiple tape copies of TXUED’s DASD volumes as requested by
                          TXUED;

                      


                 

                	g.  	
                        Providing
                          interim copies of TXUED Data, as reasonably requested by
                          TXUED;

                      


                 

                	h.  	
                        Transferring
                          physical and logical security processes and tools, including
                          cataloging
                          and tendering all badges and keys for TXUED Sites and TXUED
                          Facilities,
                          documenting ownership and access levels for all passwords,
                          providing all
                          security tables and rules, and instructing TXUED or its
                          designee(s) in the
                          use and operation of security controls;

                      


                 

                
                  TXUED
                    AND
                    VENDOR CONFIDENTIAL

                  NYDB01
                    17368821.15 24-Jun-06 19:23 

                

                
                  
                    
                    

                  

                  
                    
                    

                    4

                  

                  
                    
                    

                  

                

                EXECUTION
                  COPY

                


                AMENDED
                  AND RESTATED SCHEDULE I

                FIELD
                  SERVICES AGREEMENT

              

               

               

            

            	i.  	
                    Providing,
                      in then-current format, source and object code and documentation
                      for all
                      Software modifications and interfaces which are in Vendor’s possession or
                      control and to which TXUED or its designee(s) are entitled
                      under this
                      Services Agreement; 

                  


             

            	j.  	
                    To
                      the extent applicable, providing topology diagrams and all
                      relevant
                      documentation describing TXUED’s Systems and
                      networks;

                  


             

            	k.  	
                    To
                      the extent applicable and subject to the terms of this Services
                      Agreement,
                      providing copies of all relevant Equipment leases, Third Party
                      Software
                      licenses, Third Party Contracts and warranty information related
                      to the
                      provision of the Services; 

                  


             

            	l.  	
                    To
                      the extent applicable, delivering support profiles, enhancement
                      logs,
                      problem tracking/resolution documentation (both current and
                      historic),
                      status reports End User profiles from the help desk and other
                      informational documentation maintained by Vendor and associated
                      with the
                      Services;

                  


             

            	m.  	
                    Identifying
                      projects and other work expected to be in progress, if any,
                      as of the
                      effective date of termination or expiration. With respect to
                      such work,
                      documenting current status, stabilizing for continuity during
                      transition,
                      and providing any required training to achieve transfer of
                      responsibility
                      without loss of momentum and to achieve an orderly hand-off,
                      or (as
                      mutually agreed) providing a bridge services agreement to complete
                      essential projects after the effective date of termination
                      or expiration
                      of the Master Agreement or the Services Agreement Term and
                      the Termination
                      Assistance Services period; 

                  


             

            	n.  	
                    Identifying
                      any pending claims, complaints, disputes or encroachments and
                      Vendor’s
                      action plan to resolve such items. Upon TXUED’s approval of such action
                      plan, resolving pending claims, complaints, disputes or encroachments
                      pursuant thereto; and

                  


             

            	o.  	
                    Documenting
                      and delivering data and databases specific to the operation
                      of the
                      Services, including those for tracking projects, reported problems
                      and
                      service information requests, and those used for knowledge
                      transfer.

                  


             

            
              	 	
                      2.

                    	
                                
                        Transition Services. At
                        TXUED’s request, transition services of Vendor shall
                        include:

                    


            

             

            	a.  	
                    In
                      conjunction with TXUED or its designee(s), conducting a rehearsal
                      of the
                      transition prior to the cutover at such time as is reasonably
                      acceptable
                      to both Parties;

                  


             

             

            
              TXUED
                AND
                VENDOR CONFIDENTIAL

              NYDB01
                17368821.15 24-Jun-06 19:23 

            

            
              
                
                

              

              
                
                

                5

              

               

            

            
              EXECUTION
                COPY

              


              AMENDED
                AND RESTATED SCHEDULE I

              FIELD
                SERVICES AGREEMENT

            

          

           

           

        

        	b.  	
                Unloading
                  all requested data files and other TXUED Data and TXUED Proprietary
                  Information from Vendor Owned Software and Vendor Third Party Software.
                  Returning all TXUED Data and other TXUED Proprietary Information
                  in
                  accordance with this Services Agreement. Transferring responsibility
                  for
                  off-site storage of both tape and documents. Making available data
                  files
                  and other TXUED Data and TXUED Proprietary Information stored on
                  mainframes, midrange devices, servers and PCs for which Vendor
                  is
                  responsible, including back-up tapes. Returning to TXUED or its
                  designee(s) any remaining property of TXUED in Vendor’s possession or
                  under Vendor’s control, including any remaining Reports, TXUED Owned
                  Materials, and, subject to the terms of this Services Agreement,
                  TXUED
                  Data and other TXUED Proprietary Information. At TXUED’s request, securely
                  erasing, wiping clean or otherwise destroying any remaining copies
                  of
                  TXUED Software or data files and, subject to the terms of this
                  Services
                  Agreement, all other TXUED Data and TXUED Proprietary Information;
                  

              


         

        	c.  	
                Producing
                  process maps, reports and tapes of all requested TXUED data files
                  (with
                  content listing) and printouts of control file
                  information;

              


         

        	d.  	
                Providing
                  reasonable assistance to TXUED or its designee(s) in loading its
                  Systems;
                  

              


         

        	e.  	
                Providing
                  assistance to TXUED or its designee(s) in transitional staffing
                  and the
                  re-deployment of Equipment, Materials, supplies, tools, Equipment,
                  vehicles, information, facilities, Software and other
                  Resources;

              


         

        	f.  	
                Providing
                  all support, information and services necessary to TXUED pertaining
                  to
                  Vendor’s contractors as required of Vendor Personnel under this
                  Agreement;

              


         

        	g.  	
                Providing
                  image copies of the TXUED operating Systems environment in a dump/restore
                  mode;

              


         

        	h.  	
                Providing
                  all source and object code and related documentation in Vendor’s
                  possession for TXUED Owned Software and TXUED licensed Third Party
                  Software and, subject to the terms of this Services Agreement,
                  Vendor
                  Owned Software and Vendor licensed Third Party
                  Software;

              


         

        	i.  	
                Assisting
                  with physical de-installation and transportation of Equipment, Materials,
                  supplies, tools, Equipment, vehicles, information, Software and
                  other
                  equipment owned by TXUED, and related physical assets from Vendor
                  premises; 

              


         

         

        
          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
              
              

            

            
              
              

              6

            

             

          

           

          
            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED SCHEDULE I

            FIELD
              SERVICES AGREEMENT

          

           

           

        

        	j.  	
                Providing
                  TXUED and its designee(s) with coverage under Vendor’s disaster recovery
                  service until the date on which the transition of the Services
                  covered by
                  such disaster recovery services to TXUED or its designee(s) is
                  complete;
                  and

              


         

        	k.  	
                Providing
                  TXUED or its designee(s) with facility environmental testing reports,
                  as
                  requested by TXUED, and completing any steps required by TXUED
                  to address
                  concerns that arose during Vendor’s occupation or use of such TXUED
                  Facilities.

              


         

        3.    Post-transition
          Services. 

         

        After
          transition of the Services to TXUED or its designee(s), Vendor shall provide
          additional assistance as reasonably requested by TXUED for the continuity
          of
          operations. Vendor shall return to TXUED any remaining property of TXUED
          in its
          possession or under its control, including any Reports, TXUED Owned Materials,
          and, subject to the terms of this Services Agreement, TXUED Data and other
          TXUED
          Proprietary Information. 

         

        4.    Removal
          of Property. 

         

        During
          the period in which Vendor is providing Termination Assistance Services:
          

         

        	a.  	
                prior
                  to removing any documents, Equipment, Materials,
                  supplies, tools, Equipment, vehicles, information, Software or
                  other
                  Resources from any TXUED Site other than in the ordinary course
                  of
                  providing the Services, Vendor shall provide appropriate notice
                  to TXUED
                  identifying the property it intends to remove. Such identification
                  shall
                  be in sufficient detail to apprise TXUED of the nature and ownership
                  of
                  such property; 

              


         

        	b.  	
                Other
                  than in the ordinary course of providing the Services, Vendor shall
                  not
                  remove property owned by TXUED from a TXUED Site without the prior
                  written
                  consent of TXUED; and 

              


         

        	c.  	
                Vendor
                  shall comply with the removal procedures reasonably established
                  by
                  TXUED for
                  removal of property from TXUED Sites.

              


         

         

         

        
          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
              
              

            

            
              
              

              7

            

             

          

           

          
            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED SCHEDULE I

            FIELD
              SERVICES AGREEMENT

          

           

        

        5.    Media
          Support

         

        Unless
          otherwise approved, Vendor shall make no announcements or notifications
          to
          officials, regulators, media, etc. regarding expiration or termination
          of the
          Master Agreement or this Services Agreement and future plans. Upon TXUED’s
          request, Vendor shall provide support with regard to such announcements
          or
          notifications. 

         

        6.    Continued
          Services. 

         

        If
          Vendor
          has integrated TXUED’s network infrastructure, work management processes or any
          other System utilized in day-to-day services into its own proprietary network
          to
          provide Services to TXUED, then for a period of up to two (2) years following
          the expiration or termination of the Term or the Termination Assistance
          period,
          upon TXUED’s request, Vendor shall continue to provide such network
          infrastructure, process or System and other related Services at the rates,
          and
          subject to the terms and conditions, set forth in this Services Agreement.
          For
          the avoidance of doubt, this obligation does not apply to a communications
          network owned by a third party.

         

         

         

         

        
 


        
          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
              
              

            

            
              
              

              8

            

             

          

           

           

          
            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED SCHEDULE K

            FIELD
              SERVICES AGREEMENT

          

          

            ***

          

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

          ***CONFIDENTIAL
            MATERIAL REDACTED AND FILED SEPRATELY WITH THE COMMISSION.

          
            TXUED
              AND
              VENDOR CONFIDENTIAL

            NYDB01
              17368821.15 24-Jun-06 19:23 

          

          
            
              
              

            

            
              
              

              1

            

             

             

            
              EXECUTION
                COPY

              


              AMENDED
                AND RESTATED SCHEDULE M

              FIELD
                SERVICES AGREEMENT

            

             

            

              ***

            

             

             

             

             

             

             

             

             

             

             

             

             

             

             

            ***CONFIDENTIAL
              MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

             

             

             

            
              TXUED
                AND
                VENDOR CONFIDENTIAL

              NYDB01
                17368821.15 24-Jun-06 19:23 

            

            
              
                
                

              

              
                
                

                1

              


              EXECUTION
                COPY

              


              AMENDED
                AND RESTATED SCHEDULE N

              FIELD
                SERVICES AGREEMENT

            


            TERMINATION
              CHARGES

            


            For
              purposes of this Services Agreement, Termination Charges shall equal
              the present
              value of the Remaining Spend. For purposes of determining the present
              value of
              the Remaining Spend:

            


            	1.  	
                    The
                      “Remaining
                      Spend”
                      shall mean the result of the following calculation: (($8,700,000,000
                      minus
                      the total aggregate amount of all Charges (including, for the
                      avoidance of
                      doubt, amounts paid by TXUED for Termination Assistance Services)
                      that are
                      paid by TXUED during the period of time from the Services Agreement
                      Commencement Date through the date of Substantial Completion
                      of all
                      Termination Assistance Services requested by TXUED) multiplied
                      by thirteen
                      percent (13%)). If the result of the foregoing calculation
                      is a negative
                      number, then no Termination Charges shall be payable in connection
                      with
                      terminating this Services Agreement.

                  


            


            	2.  	
                    The
                      Remaining Spend shall be allocated ratably over the number
                      of Contract
                      Years remaining in the Initial Services Agreement Term following
                      the date
                      of Substantial Completion of all Termination Assistance Services
                      requested
                      by TXUED, pro rated as applicable for partial Contract Years.
                      For purposes
                      of example only, if Substantial Completion occurs on the last
                      day of the
                      seventh (7th)
                      Contract Year, then for purposes of determining the present
                      value of the
                      Remaining Spend, three (3) payments shall be assumed, one for
                      each
                      Contract Year remaining in the Initial Services Agreement
                      Term.

                  


            


            	3.  	
                    The
                      discount rate shall equal the then-current rate set by Citibank,
                      N.A. as
                      its prime lending rate.

                  


            


            The
              discount rate and the present value of the Remaining Spend shall be
              determined
              as of the date of Substantial Completion of all Termination Assistance
              Services
              requested by TXUED. Such amount shall be payable within thirty (30)
              days
              following the date of Substantial Completion of all Termination Assistance
              Services requested by TXUED. No Termination Charges shall be payable
              in
              connection with any termination of this Services Agreement following
              the end of
              the Initial Services Agreement Term.

            


          

          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
            

          

          
            
            

            1

          

           

        

         

        
          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE O.1

          FIELD
            SERVICES AGREEMENT

        

         

         

      

      

        

          TXUED
            FACILITIES


          


          
            	
                     

                    PROPERTY
                      

                    NAME

                  	
                     

                    ADDRESS

                     

                  	
                     

                    SPACE
                      ALLOCATED TO VENDOR

                     

                  
	
                     

                    Dallas
                      (TMSSB)

                     

                  	
                     

                    2233
                      Mt. Lake Rd.

                     

                  	
                     

                    No
                      space allocated

                     

                  
	
                    
                    

                    Dallas
                      (TGM)

                     

                  	
                     

                    2233
                      Mt. Lake Rd.

                     

                  	
                     

                    No
                      space allocated

                     

                  
	
                     

                    Energy
                      Plaza

                     

                  	
                     

                    1601
                      Bryan Street

                     

                  	
                     

                    No
                      space allocated

                     

                  
	
                     

                    Fort
                      Worth (DOC)

                     

                  	
                     

                    1201
                      Sylvania

                     

                  	
                     

                    ·  Current
                      office space allocated for Distribution Technicians

                     

                     

                    ·  Current
                      storage space allocated for materials and tools for Technicians
                      and
                      Troublemen

                     

                     

                    ·  Use
                      of common areas and parking lots by Technicians and
                      Troublemen

                     

                  
	
                     

                    Glen
                      Rose Transmission

                     

                  	
                     

                    Comanche
                      Peak SES

                     

                  	
                     

                    100%
                      of square footage

                     

                  
	
                     

                    Irving
                      (DOC)

                     

                  	
                     

                    2525
                      Story Rd.

                     

                  	
                     

                    ·  Current
                      office space allocated for Distribution Technicians

                     

                     

                    ·  Current
                      storage space allocated for materials and tools for Technicians
                      and
                      Troublemen

                     

                     

                    ·  Use
                      of common areas and parking lots by Technicians and
                      Troublemen

                     

                  
	
                     

                    Lincoln
                      Plaza

                     

                  	
                     

                    500
                      N. Akard

                     

                  	
                     

                    17,000
                      square feet

                     

                     

                    (12%
                      of a total of 147,000 square Ft.)

                     

                  


          

           

        

      

       

      
        TXUED
          AND
          VENDOR CONFIDENTIAL

        NYDB01
          17368821.15 24-Jun-06 19:23 

      

      
        
          
          

        

        
          
          

          1

        

         

        

          EXECUTION
            COPY

          


          AMENDED
            AND RESTATED SCHEDULE O.2

          FIELD
            SERVICES AGREEMENT

        

         

         

        

          ***

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
          WITH THE COMMISSION.

         

        
          TXUED
            AND
            VENDOR CONFIDENTIAL

          NYDB01
            17368821.15 24-Jun-06 19:23 

        

        
          
            
            

          

          
            
            

            1

          

           

          

            EXECUTION
              COPY

            


            AMENDED
              AND RESTATED SCHEDULE Q

            FIELD
              SERVICES AGREEMENT

             

             

             

             

             

          

          ***

           

           

           

           

           

           

           

           

           

           

           

           

           

           

          ***CONFIDENTIAL
            MATERIAL REDACTED AND FILED
            SEPARATELY WITH THE COMMISSION.

           

          
            TXUED
              AND
              VENDOR CONFIDENTIAL

            NYDB01
              17368821.15 24-Jun-06 19:23 

          

          
            
              
              

            

            
              
              

              1

            

             

             

            

              EXECUTION
                COPY

              


              AMENDED
                AND RESTATED SCHEDULE Q

              FIELD
                SERVICES AGREEMENT

            

             

            

              ***

            

             

             

             

             

             

             

             

             

             

             

             

             

            ***CONFIDENTIAL MATERIAL REDACTED AND FILED
              SEPARATELY
              WITH THE COMMISSION.

             

             

            
              TXUED
                AND
                VENDOR CONFIDENTIAL

              NYDB01
                17368821.15 24-Jun-06 19:23 

            

            
              
                
                

              

              
                
                

                1

              

               

               

              
                EXECUTION
                  COPY

                


                AMENDED
                  AND RESTATED SCHEDULE R

                FIELD
                  SERVICES AGREEMENT

              

               

               

               

              

                ***

              

               

               

               

               

               

               

               

               

               

               

               

              ***CONFIDENTIAL MATERIAL REDACTED AND FILED
                SEPARATELY
                WITH THE COMMISSION.

               

              
                TXUED
                  AND
                  VENDOR CONFIDENTIAL

                NYDB01
                  17368821.15 24-Jun-06 19:23 

              

              
                
                  
                  

                

                
                  
                  

                  1

                

                 

              

               

            

          

        

      

    

    
    

    
    

    
    

     

    
      
        EXECUTION
          COPY

        


        AMENDED
          AND RESTATED SCHEDULE S

        FIELD
          SERVICES AGREEMENT

      

    

     

     

    
    

     

    ***

     

     

     

     

     

     

     

     

     

     

     

     

    ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
      COMMISSION.

     

     

     

    
      TXUED
        AND
        VENDOR CONFIDENTIAL

      NYDB01
        17368821.15 24-Jun-06 19:23 

    

    
      
        
        

      

      
        
        

        1