TXU Corp Exhibit 10.j


    
      Exhibit
        10.j

      EXECUTION
        COPY

      
        

      

    

    CONFIDENTIAL
      TREATMENT REQUESTED. 

    CONFIDENTIAL
      PORTIONS OF THIS DOCUMENT

    HAVE
      BEEN REDACTED AND HAVE BEEN FILED 

    WITH
      THE COMMISSION.

     

    
 

    AMENDED
      AND RESTATED 

     

    MASTER
      FRAMEWORK AGREEMENT

     

    between

     

    TXU
      ELECTRIC DELIVERY COMPANY

     

    and

     

    INFRASTRUX
      ENERGY SERVICES GROUP LP

     

     

    Dated
      June 24, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    TABLE
      OF CONTENTS

     

     

    
      	 	 	 	
              Page

            
	 	 	 	 
	
              1.

            	
              CONDITIONS,
                BACKGROUND AND OBJECTIVES

            	
              1

            
	 	 	 	 
	 	
              1.1

            	
              Eligible
                Recipients

            	
              1

            
	 	 	 	
               

            
	 	
              1.2

            	
              TXUED
                Minimum Expenditures

            	
              2

            
	 	 	 	
               

            
	 	
              1.3

            	
              Termination

            	
              4

            
	 	 	 	
               

            
	
              2.

            	
              DEFINITIONS
                AND DOCUMENTS

            	
              4

            
	 	 	 	
               

            
	 	
              2.1

            	
              Definitions

            	
              4

            
	 	 	 	
               

            
	 	
              2.2

            	
              Other
                Terms

            	
              4

            
	 	 	 	
               

            
	 	
              2.3

            	
              Services
                Agreements

            	
              4

            
	 	 	 	
               

            
	
              3.

            	
              TERM

            	
              5

            
	 	 	 	
               

            
	 	
              3.1

            	
              Initial
                Term

            	
              5

            
	 	 	 	
               

            
	 	
              3.2

            	
              Extension

            	
              5

            
	 	 	 	
               

            
	 	
              3.3

            	
              Services
                Agreement

            	
              5

            
	 	 	 	
               

            
	
              4.

            	
              SERVICES

            	
              5

            
	 	 	 	
               

            
	 	
              4.1

            	
              General

            	
              5

            
	 	 	 	
               

            
	 	
              4.2

            	
              Termination
                Assistance Services

            	
              6

            
	 	 	 	
               

            
	 	
              4.3

            	
              Use
                of Third Parties

            	
              8

            
	 	 	 	
               

            
	 	
              4.4

            	
              Employee
                Transfers

            	
              9

            
	 	 	 	
               

            
	 	
              4.5

            	
              Governance

            	
              9

            
	 	 	 	
               

            
	
              5.

            	
              RESERVED

            	
              9

            
	 	 	 	
               

            
	
              6.

            	
              FACILITIES,
                SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION
                OF
                SERVICES

            	
              9

            
	 	 	 	
               

            
	 	
              6.1

            	
              Service
                Facilities

            	
              9

            
	 	 	 	
               

            
	 	
              6.2

            	
              Use
                of Vendor Facilities

            	
              11

            
	 	 	 	
               

            
	 	
              6.3

            	
              TXUED
                Rules / Employee Safety

            	
              12

            
	 	 	 	
               

            
	 	
              6.4

            	
              Notice
                of Defaults

            	
              14

            
	 	 	 	
               

            
	
              7.

            	
              SERVICE
                LEVELS

            	
              14

            
	 	 	 	
               

            
	 	
              7.1

            	
              General

            	
              14

            
	 	 	 	
               

            
	 	
              7.2

            	
              Service
                Level Credits

            	
              14

            
	 	 	 	
               

            
	 	
              7.3

            	
              Problem
                Analysis

            	
              14

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    TABLE
      OF CONTENTS

    (continued)


    


    
      	 	 	 	
              Page

            
	 	 	 	
               

            
	 	
              7.4

            	
              Continuous
                Improvement Reviews

            	
              15

            
	 	 	 	
               

            
	 	
              7.5

            	
              Measurement
                and Monitoring

            	
              15

            
	 	 	 	
               

            
	 	
              7.6

            	
              Notice
                of Adverse Impact

            	
              15

            
	 	 	 	
               

            
	 	
              7.7

            	
              Key
                Vendor Personnel

            	
              15

            
	 	 	 	
               

            
	 	
              7.8

            	
              Vendor
                Account Executive

            	
              17

            
	 	 	 	
               

            
	 	
              7.9

            	
              Vendor
                Personnel Are Not TXUED Employees; Independent
                Relationship

            	
              18

            
	 	 	 	
               

            
	 	
              7.10

            	
              Replacement,
                Qualifications, and Retention of Vendor Personnel

            	
              18

            
	 	 	 	
               

            
	 	
              7.11

            	
              Conduct
                of Vendor Personnel

            	
              19

            
	 	 	 	 
	 	
              7.12

            	
              Substance
                Abuse

            	
              19

            
	 	 	 	
               

            
	
              8.

            	
              VENDOR
                RESPONSIBILITIES

            	
              19

            
	 	 	 	
               

            
	 	
              8.1

            	
              Policy
                and Procedures Manual

            	
              19

            
	 	 	 	
               

            
	 	
              8.2

            	
              Reports

            	
              19

            
	 	 	 	
               

            
	 	
              8.3

            	
              Reserved

            	
              20

            
	 	 	 	
               

            
	 	
              8.4

            	
              Audit
                Rights

            	
              20

            
	 	 	 	
               

            
	 	
              8.5

            	
              Agency
                and Disbursements

            	
              23

            
	 	 	 	
               

            
	 	
              8.6

            	
              Subcontractors

            	
              24

            
	 	 	 	
               

            
	 	
              8.7

            	
              Requirement
                of Writing

            	
              25

            
	 	 	 	
               

            
	 	
              8.8

            	
              Seconded
                TXUED Personnel

            	
              26

            
	 	 	 	
               

            
	 	
              8.9

            	
              Seconded
                Vendor Personnel

            	
              26

            
	 	 	 	
               

            
	
              9.

            	
              TXUED
                RESPONSIBILITIES

            	
              26

            
	 	 	 	
               

            
	 	
              9.1

            	
              Responsibilities

            	
              26

            
	 	 	 	
               

            
	 	
              9.2

            	
              Savings
                Clause

            	
              27

            
	 	 	 	
               

            
	
              10.

            	
              CHARGES

            	
              28

            
	 	 	 	
               

            
	 	
              10.1

            	
              General

            	
              28

            
	 	 	 	
               

            
	 	
              10.2

            	
              Pass-Through
                Expenses

            	
              29

            
	 	 	 	
               

            
	 	
              10.3

            	
              Incidental
                Expenses

            	
              30

            
	 	 	 	
               

            
	 	
              10.4

            	
              Taxes

            	
              30

            
	 	 	 	
               

            
	 	
              10.5

            	
              New
                Services

            	
              32

            


    

    


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

      
         

        AMENDED
          AND RESTATED

        MASTER
          AGREEMENT

         

         

        TABLE
          OF CONTENTS

        (continued)

         

         

      

    

    
      	 	 	 	
              Page

            
	 	 	 	
               

            
	 	
              10.6

            	
              Proration

            	
              34

            
	 	 	 	
               

            
	 	
              10.7

            	
              Refundable
                Items

            	
              34

            
	 	 	 	
               

            
	 	
              10.8

            	
              ***

            	
              34

            
	 	 	 	
               

            
	
              11.

            	
              INVOICING
                AND PAYMENT

            	
              34

            
	 	 	 	
               

            
	 	
              11.1

            	
              Invoicing

            	
              34

            
	 	 	 	
               

            
	 	
              11.2

            	
              Payment
                Due

            	
              35

            
	 	 	 	
               

            
	 	
              11.3

            	
              Set
                Off

            	
              36

            
	 	 	 	
               

            
	 	
              11.4

            	
              Disputed
                Charges

            	
              36

            
	 	 	 	
               

            
	
              12.

            	
              TXUED
                DATA AND OTHER PROPRIETARY INFORMATION

            	
              36

            
	 	 	 	
               

            
	 	
              12.1

            	
              TXUED
                Ownership of TXUED Data

            	
              36

            
	 	 	 	
               

            
	 	
              12.2

            	
              Safeguarding
                TXUED Data

            	
              37

            
	 	 	 	
               

            
	 	
              12.3

            	
              Confidentiality

            	
              38

            
	 	 	 	
               

            
	 	
              12.4

            	
              File
                Access

            	
              41

            
	 	 	 	
               

            
	
              13.

            	
              REPRESENTATIONS,
                WARRANTIES AND ADDITIONAL COVENANTS

            	
              41

            
	 	 	 	
               

            
	 	
              13.1

            	
              Reserved

            	
              41

            
	 	 	 	
               

            
	 	
              13.2

            	
              Authorization

            	
              41

            
	 	 	 	
               

            
	 	
              13.3

            	
              Compliance
                with Laws

            	
              42

            
	 	 	 	
               

            
	 	
              13.4

            	
              Resources

            	
              44

            
	 	 	 	
               

            
	 	
              13.5

            	
              Non-Infringement

            	
              44

            
	 	 	 	
               

            
	 	
              13.6

            	
              TXUED
                2004 Base Case

            	
              44

            
	 	 	 	
               

            
	 	
              13.7

            	
              Reserved

            	
              44

            
	 	 	 	
               

            
	 	
              13.8

            	
              Disclaimer

            	
              45

            
	 	 	 	
               

            
	
              14.

            	
              INSURANCE
                AND RISK OF LOSS

            	
              45

            
	 	 	 	
               

            
	 	
              14.1

            	
              Vendor
                Insurance

            	
              45

            
	 	 	 	
               

            
	
              15.

            	
              INDEMNITIES

            	
              45

            
	 	 	 	
               

            
	 	
              15.1

            	
              Indemnity
                by Vendor

            	
              45

            
	 	 	 	
               

            
	 	
              15.2

            	
              Indemnity
                by TXUED

            	
              47

            
	 	 	 	
               

            
	 	
              15.3

            	
              Reserved

            	
              49

            


    

     

    
      	
              ***

            	
              CONFIDENTIAL MATERIAL REDACTED AND FILED
                SEPARATELY WITH THE COMMISSION.

            

.

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

    
       

      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

      TABLE
        OF CONTENTS

      (continued)

       



    
      	 	 	 	
              Page

            
	 	 	 	
               

            
	 	
              15.4

            	
              Indemnification
                Procedures

            	
              49

            
	 	 	 	
               

            
	 	
              15.5

            	
              Indemnification
                Procedures - Governmental Claims

            	
              50

            
	 	 	 	
               

            
	
              16.

            	
              LIABILITY

            	
              51

            
	 	 	 	
               

            
	 	
              16.1

            	
              Force
                Majeure

            	
              51

            
	 	 	 	
               

            
	 	
              16.2

            	
              Limitation
                of Liability

            	
              53

            
	 	 	 	
               

            
	 	
              16.3

            	
              Non-Recourse
                Liabilities

            	
              54

            
	 	 	 	
               

            
	
              17.

            	
              DISPUTE
                RESOLUTION

            	
              55

            
	 	 	 	
               

            
	 	
              17.1

            	
              Informal
                Dispute Resolution

            	
              55

            
	 	 	 	
               

            
	 	
              17.2

            	
              Jurisdiction

            	
              57

            
	 	 	 	
               

            
	 	
              17.3

            	
              Continued
                Performance

            	
              58

            
	 	 	 	
               

            
	 	
              17.4

            	
              Governing
                Law

            	
              58

            
	 	 	 	
               

            
	
              18.

            	
              TERMINATION

            	
              58

            
	 	 	 	
               

            
	 	
              18.1

            	
              Termination
                for Cause

            	
              58

            
	 	 	 	
               

            
	 	
              18.2

            	
              Reserved

            	
              59

            
	 	 	 	
               

            
	 	
              18.3

            	
              Termination
                for Insolvency

            	
              59

            
	 	 	 	
               

            
	 	
              18.4

            	
              TXUED
                Rights Upon Vendor’s Bankruptcy

            	
              60

            
	 	 	 	
               

            
	 	
              18.5

            	
              Utility
                Regulation

            	
              61

            
	 	 	 	
               

            
	 	
              18.6

            	
              Reserved

            	
              61

            
	 	 	 	
               

            
	 	
              18.7

            	
              Reserved

            	
              61

            
	 	 	 	
               

            
	 	
              18.8

            	
              Reserved

            	
              61

            
	 	 	 	
               

            
	 	
              18.9

            	
              Termination
                For Convenience

            	
              61

            
	 	 	 	
               

            
	 	
              18.10

            	
              Cross
                Termination Rights and Termination Charges

            	
              61

            
	 	 	 	
               

            
	 	
              18.11

            	
              Equitable
                Remedies

            	
              62

            
	 	 	 	
               

            
	
              19.

            	
              GENERAL

            	
              62

            
	 	 	 	
               

            
	 	
              19.1

            	
              Binding
                Nature and Assignment

            	
              62

            
	 	 	 	
               

            
	 	
              19.2

            	
              Entire
                Agreement; Amendment

            	
              63

            
	 	 	 	
               

            
	 	
              19.3

            	
              Notices

            	
              63

            
	 	 	 	
               

            
	 	
              19.4

            	
              Counterparts

            	
              64

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

    
       

      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

      TABLE
        OF CONTENTS

      (continued)

       



    
      	 	 	 	
              Page

            
	 	 	 	
               

            
	 	
              19.5

            	
              Headings

            	
              64

            
	 	 	 	
               

            
	 	
              19.6

            	
              Relationship
                of Parties

            	
              64

            
	 	 	 	
               

            
	 	
              19.7

            	
              Severability

            	
              64

            
	 	 	 	
               

            
	 	
              19.8

            	
              Approvals
                and Consents

            	
              64

            
	 	 	 	 
	 	
              19.9

            	
              Waiver
                of Default; Cumulative Remedies

            	
              64

            
	 	 	 	 
	 	
              19.10

            	
              Survival

            	
              65

            
	 	 	 	 
	 	
              19.11

            	
              Publicity

            	
              65

            
	 	 	 	 
	 	
              19.12

            	
              Export

            	
              65

            
	 	 	 	 
	 	
              19.13

            	
              Third
                Party Beneficiaries

            	
              65

            
	 	 	 	 
	 	
              19.14

            	
              Assignment
                of Agreement For Financing

            	
              65

            
	 	 	 	 
	 	
              19.15

            	
              Order
                of Precedence

            	
              66

            
	 	 	 	 
	 	
              19.16

            	
              Hiring
                of Employees

            	
              66

            
	 	 	 	 
	 	
              19.17

            	
              Further
                Assurances

            	
              66

            
	 	 	 	 
	 	
              19.18

            	
              Liens

            	
              66

            
	 	 	 	 
	 	
              19.19

            	
              Acknowledgment

            	
              67

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    MASTER
      FRAMEWORK AGREEMENT

     

     

    This
      Master Framework Agreement (this “Master
      Agreement”)
      is
      entered into effective June 24, 2006 (the
      “Master
      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,
      the purpose of this Master Agreement is to establish the overall contractual
      framework for TXUED’s and Vendor’s relationship and set forth terms and
      conditions that apply to all Services provided by Vendor;

     

    WHEREAS,
      Affiliates of TXUED and Affiliates of InfrastruX Group, Inc., a Washington
      corporation, have created Vendor, a Delaware limited partnership which shall
      provide services to TXUED in accordance with this Agreement;

     

    WHEREAS,
      simultaneous with entering into this Master Agreement, TXUED and Vendor have
      entered into the Initial Services Agreement pursuant to which Vendor shall
      provide certain field services to TXUED and the Eligible Recipients;
      and

     

    WHEREAS,
      TXUED may request that Vendor provide certain other services to TXUED and the
      Eligible Recipients pursuant to the Initial Services Agreement or a New Services
      Agreement.

     

    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:

     

    
      	
              1.

            	
              CONDITIONS,
                BACKGROUND AND OBJECTIVES

            


    

     

    
      	
              1.1

            	
              Eligible
                Recipients.
                Upon TXUED’s request, Vendor shall provide the Services to Eligible
                Recipients at Charges determined in accordance with Exhibit
                11,
                provided that Eligible Recipients that are not Controlled by TXUED
                agree
                with TXUED to be bound by the terms of this Agreement. Upon Vendor’s
                reasonable request, Eligible Recipients shall execute a written
                instrument, in a form reasonably requested by Vendor, in favor of
                Vendor
                agreeing to be bound by the terms of this Agreement. For purposes
                of this
                Agreement, Services provided to an Eligible Recipient shall be deemed
                Services provided to TXUED. To the extent an Eligible Recipient is,
                or was
                at any time during the Term, receiving Services, (1) references to
                TXUED shall include such Eligible Recipient (including for purposes
                of the
                business, operations, policies, procedures, rules, standards and
                the like
                of TXUED and the indemnities under this Agreement), (2) references to
                Services being performed for or provided to, or received by or used
                by,
                TXUED shall include the performance of such Services for and provision
                of
                such Services to, and the receipt of and use of such Services by,
                such
                Eligible Recipient and (3) TXUED shall be responsible for such
                Eligible Recipient’s acts and omissions in connection with this Agreement,
                including compliance with this Agreement.  Notwithstanding
                the immediately preceding sentence, Eligible Recipients are neither
                authorized to direct or instruct Vendor nor to act for or on behalf
                of
                TXUED (including by providing notices, approvals, consents, waivers
                or the
                like), in each case unless TXUED has notified Vendor that an Eligible
                Recipient is so authorized. Vendor will not be liable for any failure
                to
                act (or any delay associated therewith) in any circumstance where
                TXUED
                has failed to properly authorize such action in accordance with the
                preceding sentences. Without limiting the generality of the foregoing,
                in
                all circumstances under this Agreement, TXUED will be Vendor’s sole point
                of contact regarding the Services.

            


    

     

    
      
        
        

      

      
        Page
          1 of
          67

        
          

        

      

      
        
        

      

    

    

      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	
              1.2

            	
              TXUED
                Minimum Expenditures.

            


    

     

    
      	 	
              (a)

            	
              TXUED
                agrees that the Charges paid to Vendor (including any Termination
                Charges)
                under this Agreement (the “Cumulative
                Total Spend”)
                during the applicable period of Contract Years set forth in the table
                below (each such period, a “Contract
                Period”)
                will equal or exceed the applicable amount corresponding to each
                Contract
                Period as set forth in such table (the “Cumulative
                Spend Commitment”).
                

            


    

     

    
      	
              Contract
                Period

            	
              Cumulative
                Spend Commitment

            
	
              Contract
                Years 1 and 2

            	
              $1,740,000,000

            
	
              Contract
                Years 1 through 4

            	
              $3,480,000,000

            
	
              Contract
                Years 1 through 6

            	
              $5,220,000,000

            
	
              Contract
                Years 1 through 8

            	
              $6,960,000,000

            
	
              Contract
                Years 1 through 10

            	
              $8,700,000,000

            


    

    


    
      	 	
              (b)

            	
              If
                TXUED’s Cumulative Total Spend during a Contract Period (except with
                respect to TXUED’s Cumulative Total Spend during the Contract Period for
                Contract Years 1 through 10) does not equal or exceed the corresponding
                Cumulative Spend Commitment for that Contract Period, then unless
                this
                Agreement is terminated earlier as provided herein, on the date that
                is
                thirty (30) days following the end of such Contract Period, and on
                the
                date that is thirty (30) days following the first anniversary of
                such
                date, TXUED shall pay to Vendor an amount equal to the product of
                the
                following calculation: (the applicable Cumulative Spend Commitment
                - the
                actual Cumulative Total Spend) x (the then current rate set by Citibank,
                N.A. as its prime lending rate) x (thirteen percent (13%)). If TXUED’s
                Cumulative Total Spend equals or exceeds the Cumulative Spend Commitment
                for a Contract Period, then TXUED shall not owe Vendor any amounts
                pursuant to the immediately preceding
                sentence.

            


    

     

    
      	 	
              (c)

            	
              If
                TXUED’s Cumulative Total Spend during the Contract Period for Contract
                Years 1 through 10 does not equal or exceed eight billion seven hundred
                million dollars ($8,700,000,000), then unless this Agreement is terminated
                earlier as provided herein, on the last day of the quarter in which
                the
                tenth (10th)
                anniversary of the Services Agreement Commencement Date for the Field
                Services Agreement falls and on the last day of each subsequent quarter
                thereafter, TXUED shall pay to Vendor an amount equal to the product
                of
                the following calculation: (($8,700,000,000 - TXUED’s actual total spend
                for its Transmission System and its Distribution System over the
                period
                from the Services Agreement Commencement Date for the Field Services
                Agreement through the applicable anniversary of such date) x (the
                then
                current rate set by Citibank, N.A. as its prime lending rate) x thirteen
                percent (13%)) / four (4); provided, however, that the first payment
                shall
                be prorated to the extent the tenth (10th)
                anniversary of the Services Agreement Commencement Date for the Field
                Services Agreement does not fall on the last day of the applicable
                quarter. Once TXUED’s Cumulative Total Spend equals or exceeds an
                aggregate amount of eight billion seven hundred million dollars
                ($8,700,000,000), then TXUED shall no longer owe Vendor any amounts
                pursuant to the immediately preceding
                sentence.

            


    

     

    
      
        
        

      

      
        Page
          2 of
          67

        
          

        

      

      
        
        

      

    

    

      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (d)

            	
              For
                the avoidance of doubt, Vendor acknowledges and agrees that its sole
                and
                exclusive remedy for TXUED’s breach of Section
                1.2(a)
                shall be the payments by TXUED pursuant to Section
                1.2(b)
                and Section
                1.2(c).

            


    

     

    
      	 	
              (e)

            	
              If
                TXUED’s failure to meet a Cumulative Spend Commitment results from
                Vendor’s failure to comply with this Agreement, the amounts TXUED is
                obligated to pay to Vendor under Section
                1.2(b)
                and Section
                1.2(c),
                as applicable, shall be reduced in proportion to the shortfall caused
                by
                Vendor’s failure to comply with this
                Agreement.

            


    

     

    
      	 	
              (f)

            	
              If
                the Charges paid to Vendor for labor, transportation and equipment
                (“LTE”)
                in respect of TXUED’s Transmission System do not exceed seventy million
                dollars ($70,000,000) (excluding amounts spent by TXUED in order
                to
                procure materials and to transport materials) during any Contract
                Year
                during the first ten (10) years following the Services Agreement
                Commencement Date for the Field Services Agreement, then within thirty
                (30) days following the end of that Contract Year, TXUED shall pay
                to
                Vendor an amount equal to ten percent (10%) of the difference between
                (i)
                seventy million dollars ($70,000,000) minus
                (ii) the Charges paid to Vendor for LTE in respect of TXUED’s Transmission
                System during that Contract Year. For purposes of this Subsection,
                Charges
                spent for LTE in respect of those coal generation facilities that,
                as of
                the Master Agreement Effective Date, an Affiliate of TXUED has publicly
                announced its intent to construct shall be excluded from the Charges
                paid
                to Vendor for LTE in respect of TXUED’s Transmission
                System.

            


    

     

    
      	 	
              (g)

            	
              The
                Parties agree that the terms of this Section (except for Section
                1.2(d))
                shall not survive any termination or expiration of this Agreement.
                For the
                avoidance of doubt, this Section
                1.2(g)
                does not limit any damages that Vendor may be permitted to recover
                from
                TXUED in connection with a breach of this
                Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              1.3

            	
              Termination.
                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 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 Agreement shall
                have
                the meanings ascribed to them in this Master Agreement (including
                Exhibit 1)
                or the applicable Services
                Agreement.

            


    

     

    
      	
              2.2

            	
              Other
                Terms.
                The defined terms include the plural as well as the singular and
                the
                derivatives of such terms. The term “Agreement” shall be read and
                understood to mean this Master Agreement and each Services Agreement
                entered into hereunder, and all references to this Master Agreement
                shall
                include the Exhibits, Schedules and other attachments to this Master
                Agreement and all references to a Services Agreement shall include
                all
                Schedules and other attachments to that Services Agreement, unless
                otherwise specified. Unless otherwise expressly stated, the words
                “herein,” “hereof,” “hereunder” and other words of similar import when
                used in this Agreement (including the Services Agreements) refer
                to this
                Master Agreement (or the applicable Services Agreement) as a whole
                and not
                to any particular Article, Section, Subsection or other subdivision.
                Article, Section, Subsection, Exhibit and Schedule references refer
                to
                articles, sections and subsections of, and exhibits and schedules
                to, this
                Master Agreement (or if used in a Services Agreement, to such Services
                Agreement). The words “include” and “including” shall not be construed as
                terms of limitation. The words “day,” “month” and “year” mean,
                respectively, calendar day, calendar month and calendar year. As
                stated in
                Section 19.3,
                the word “notice” and “notification” and their derivatives shall mean
                notice or notification in writing. Except as otherwise provided in
                this
                Agreement, all amounts are set forth in U.S. Dollars. Other terms
                used in
                this Agreement are defined in the context in which they are used
                and shall
                have the meanings there indicated. Unless otherwise expressly stated,
                references to specific Exhibits or Schedules include all numbered
                or
                lettered subsidiary Exhibits or Schedules (e.g., references to
                Schedule
                G
                include not only Schedule
                G,
                but also Schedules
                G.1,
                G.2
                and G.3)
                and all attachments and annexes
                thereto.

            


    

     

    
      	
              2.3

            	
              Services
                Agreements.
                Simultaneously with entering into this Master Agreement, TXUED and
                Vendor
                have entered into the Initial Services Agreement. The Initial Services
                Agreement incorporates by reference the terms of this Master Agreement.
                Subject to Section
                10.5,
                TXUED may request that Vendor provide New Services. The Parties shall
                work
                to complete and execute either (i) a New Services proposal (in
                accordance with Section 10.5(a))
                or (ii) a New Services Agreement, to address Vendor’s provision of
                such services.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	
              3.

            	
              TERM

            


    

     

    
      	
              3.1

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

            


    

     

    
      	
              3.2

            	
              Extension.
                If TXUED desires to renew this Master Agreement after the Initial
                Term or
                any Renewal Term, TXUED shall provide written notice to Vendor of
                its
                desire to do so at least one hundred eighty (180) days prior to the
                expiration of the Initial Term or the then current Renewal Term.
                The
                Parties shall thereafter negotiate with respect to the terms and
                conditions upon which the Parties may renew this Master Agreement
                and if
                the Parties reach agreement thereafter execute such renewal (each,
                a
                “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 Term or the then current 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 Term or the then current Renewal Term,
                extend the Initial Term or the then current 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 Term and the Renewal Terms, if any, including
                any period of Termination Assistance Services provided by Vendor
                hereunder, are collectively referred to as the “Term.”

            


    

     

    
      	
              3.3

            	
              Services
                Agreement.
                The term of a Services Agreement, if different than the Term, shall
                be set
                forth in the applicable Services Agreement; provided, however, that
                in no
                event shall the term of a Services Agreement extend beyond the Term
                of
                this Master Agreement.

            


    

     

    
      	
              4.

            	
              SERVICES

            


    

     

    
      	
              4.1

            	
              General.
                Services to be provided to TXUED by Vendor shall be governed by the
                terms
                set forth in this Master Agreement and such additional terms as are
                contained in the Services Agreement pursuant to which such Services
                are
                being provided.

            


    

     

    
      	 	
              (a)

            	
              Services.
                Commencing on a Services Agreement Commencement Date (or such later
                date
                as is specified in the applicable Services Agreement) and continuing
                throughout the term of such Services Agreement, Vendor shall be
                responsible for providing to TXUED and, as directed by TXUED, to
                Eligible
                Recipients, any or all of the
                following:

            


    

     

    
      	 	
              (i)

            	
              the
                services, functions and responsibilities described in this Agreement
                (including Schedule
                E
                to
                the Services Agreements) as they may be supplemented, enhanced, modified
                or replaced in accordance with this
                Agreement;

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (ii)

            	
              Reserved;

            


    

     

    
      	 	
              (iii)

            	
              any
                New Services, upon TXUED’s acceptance of Vendor’s proposal for such New
                Services in accordance with Section 10.5
                and the other provisions of this Agreement;
                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 the applicable Services Agreement
                and/or (z) performed during the twelve (12) months preceding the
                Services
                Agreement Effective Date of such Services Agreement by TXUED Affected
                Personnel as reasonably demonstrated by TXUED, or upon TXUED’s request,
                demonstrated by the Transitioned Employees acting in good faith (clauses
                (i) through (iv) of this Section, the “Services”).

            


    

     

    
      	 	
              (b)

            	
              Included
                Services.
                If any services, functions or responsibilities not specifically described
                in this Agreement are a necessary part of the Services, they shall
                be
                deemed to be included within the scope of the Services to be delivered
                for
                the Charges, as if such services, functions or responsibilities were
                specifically described in this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Required
                Resources.
                Except as otherwise expressly provided in this Agreement, Vendor
                shall be
                responsible for providing the Resources, knowledge, expertise,
                methodologies, processes and other means necessary to provide the
                Services.

            


    

     

    
      	 	
              (d)

            	
              No
                Control of Electrical System.
                Notwithstanding anything to the contrary in this Agreement, the Parties
                do
                not intend for Vendor to control or operate the Electrical System
                or
                Utility Facilities, it being acknowledged and agreed that TXUED shall
                retain all control and operation of the Electrical System and Utility
                Facilities in accordance with all applicable
                Laws.

            


    

     

    
      	 	
              (e)

            	
              No
                Competitive Energy Services.
                Vendor will not provide in the State of Texas to any third party
                (including any Affiliate of Vendor) any product or service that would
                constitute a “competitive energy service” as such term is defined in
                Section 25.341 of the Texas Administrative Code, or that would otherwise
                cause Vendor to be a “competitive affiliate” of TXUED, as that term is
                defined in Section 25.272 of the Texas Administrative
                Code.

            


    

     

    
      	
              4.2

            	
              Termination
                Assistance Services.

            


    

     

    
      	 	
              (a)

            	
              Availability.
                As part of the Services, and for the Charges to be determined in
                accordance with Exhibit
                11,
                upon TXUED’s request, Vendor shall provide to TXUED the Termination
                Assistance Services under and in accordance with the applicable Services
                Agreement.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (b)

            	
              Period
                of Provision.
                Vendor shall provide the Termination Assistance Services to TXUED
                (i) upon ninety (90) days’ prior notice from TXUED commencing up to
                nine (9) months prior to the scheduled expiration of the applicable
                Services Agreement and continuing for up to twelve (12) months following
                the scheduled effective date of the expiration of the applicable
                Services
                Agreement, (ii) commencing upon any notice of termination (including
                notice based upon breach or default by TXUED, breach or default by
                Vendor
                or termination for convenience by TXUED (subject to Subsection (d)
                below))
                of the applicable Services Agreement and continuing for up to twelve
                (12) months following the specified effective date of such
                termination, (iii) commencing upon notice of removal of an Eligible
                Recipient by TXUED and continuing for up to twelve (12) months following
                the effective date of such removal, (iv) commencing upon notice from
                TXUED that there will be an insourcing or resourcing under the applicable
                Services Agreement of any Services and continuing for up to twelve
                (12)
                months following the effective date of such notice (to the extent
                that
                this Agreement expressly permits TXUED to insource or resource such
                Services) or (v) commencing
                upon notice that TXUED has elected to discontinue the provision of
                Services to a line of business of TXUED and
                continuing for up to twelve (12) months following the effective date
                of
                such discontinuance (to the extent that this Agreement expressly
                permits
                TXUED to discontinue
                the provision of Services to a line of business of TXUED).
                If any period for performing any Termination Assistance Services
                extends
                beyond the expiration or the effective date of any termination of
                this
                Master Agreement or any applicable Services Agreement(s), the provisions
                of this Master Agreement and such Services Agreement(s) shall remain
                in
                full effect for the duration of such
                period.

            


    

     

    
      	 	
              (c)

            	
              Extension
                of Services.
                TXUED may elect, upon one hundred eighty (180) days’ prior notice, to
                extend the effective date of any expiration or termination of any
                Services, in its sole discretion, provided that the total of all
                such
                extensions will not exceed one hundred eighty (180) days following
                the
                originally specified effective date without Vendor’s prior written consent
                and the period of extension shall be specified in TXUED’s notice. TXUED
                also may elect, upon one hundred eighty (180) days’ prior notice, to
                extend the period for the performance of any Termination Assistance
                Services, provided that the date on which Vendor begins providing
                such
                Termination Assistance Services and the completion of such Termination
                Assistance Services is not greater than eighteen (18) months and
                the
                period of extension shall be specified in TXUED’s
                notice.

            


    

     

    
      	 	
              (d)

            	
              Firm
                Commitment.
                Vendor shall provide Termination Assistance Services to TXUED regardless
                of the reason for the expiration or termination of this Agreement
                or the
                applicable Services Agreement; provided, however, that if Vendor
                terminates this Agreement pursuant to Section
                18.1(b),
                then TXUED must pay to Vendor all undisputed unpaid amounts then
                due and
                owing to Vendor under this Agreement and continue to pay invoices
                in
                accordance with Article
                11
                prior to Vendor being obligated to provide the Termination Assistance
                Services.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (e)

            	
              Performance.
                At TXUED’s request, Vendor shall provide Termination Assistance Services
                directly to TXUED’s designee, any Eligible Recipient or an Entity
                acquiring Control of an Eligible Recipient. Unless otherwise agreed
                by the
                Parties, all such Termination Assistance Services shall be performed
                subject to and in accordance with the terms and conditions of this
                Agreement and Vendor shall perform the Termination Assistance Services
                with at least the same degree of accuracy, quality, completeness,
                timeliness, responsiveness and resource efficiency as it provided
                and was
                required to provide in respect of the same or similar Services.
                

            


    

     

    
      	
              4.3

            	
              Use
                of Third Parties.

            


    

     

    
      	 	
              (a)

            	
              Right
                of Use.
                TXUED shall not be permitted to insource or resource any of the scope
                or
                volume of Services being provided by the Transitioned Employees as
                of the
                Master Agreement Effective Date (which, for the avoidance of doubt,
                means
                the scope and volume of the Services outsourced to Vendor under the
                Field
                Services Agreement as of the Services Agreement Effective Date for
                the
                Field Services Agreement); provided, however, that (i) TXUED shall
                be
                permitted to insource or resource any such Services in any of the
                following circumstances (1) if and to the extent permitted pursuant
                to the
                terms of Schedule
                E
                to
                a Services Agreement, (2) if and to the extent permitted pursuant
                to the
                terms of Section
                16.1(c),
                (3) if and to the extent the Parties must negotiate Variable Charges
                that
                are not based on the “Unit Prices” set forth in Exhibit
                11,
                (4) that TXUED reasonably believes in good faith Vendor is unable
                to
                perform in accordance with TXUED’s requirements (including any applicable
                TXUED Rules or TXUED Standards) and within fifteen (15) days after
                receiving notice from TXUED, Vendor is unable to demonstrate to TXUED’s
                satisfaction that Vendor is able to perform in accordance with TXUED’s
                requirements or (5) that Vendor refuses, for whatever reason, to
                provide
                to TXUED or any Eligible Recipient (including any other Services
                that are
                related to or are a necessary part of the Services that Vendor refuses
                to
                provide) and (ii) TXUED shall be required to obtain from Vendor any
                Services in respect of any assets acquired by TXUED on or after the
                Master
                Agreement Effective Date (except for any assets acquired by TXUED
                after
                the Master Agreement Effective Date by way of merger or consolidation
                or
                through the acquisition of all or substantially all of the shares
                or
                assets of any Entity as a going concern, provided that the foregoing
                exception shall not limit the terms of any other agreements to which
                TXUED
                or any of TXUED’s Affiliates are a party to with Vendor or any of Vendor’s
                Affiliates). Nothing in this Agreement shall be construed or interpreted
                as (y) a requirements contract or, except as set forth in the immediately
                preceding sentence, creating any exclusive relationship or (z) preventing
                TXUED obtaining from third parties (each, a “TXUED
                Third Party Contractor”),
                or providing to itself, any other services, functions or responsibilities
                (including any New Services), except as set forth in the immediately
                preceding sentence. Except as specifically provided in this Agreement,
                nothing in this Agreement shall be construed or interpreted as limiting
                TXUED’s right or ability to add or delete Eligible Recipients. Nothing
                in
                this Agreement shall be construed or interpreted as limiting TXUED’s right
                or ability to increase or decrease its demand for Services. To the
                extent
                TXUED adds or deletes Eligible Recipients or increases or decreases
                its
                demand for Services, the Charges shall be adjusted in accordance
                with
                Exhibit
                11.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              Vendor
                Cooperation.
                Vendor shall fully cooperate with and work in good faith with TXUED
                and
                TXUED Third Party Contractors as described in this Agreement or as
                reasonably requested by TXUED in a manner consistent with this
                Agreement.

            


    

     

    
      	
              4.4

            	
              Employee
                Transfers.
                The transitioning of TXUED’s employees to Vendor under or in connection
                with a Services Agreement or a New Service, if any, shall be effected
                in
                accordance with the terms and conditions set forth in Exhibit 2.

            


    

     

    
      	
              4.5

            	
              Governance.
                The Parties shall comply with the governance and account management
                provisions set forth in Exhibit 8.

            


    

     

    
      	
              5.

            	
              RESERVED

            


    

     

    
      	
              6.

            	
              FACILITIES,
                SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION
                OF
                SERVICES

            


    

     

    
      	
              6.1

            	
              Service
                Facilities.

            


    

     

    
      	 	
              (a)

            	
              Service
                Facilities.
                The Services shall be provided at or from (i) the TXUED Facilities,
                (ii) the Vendor Facilities or (iii) any other service location
                requested by Vendor and approved by TXUED. Vendor shall be financially
                responsible for all additional costs, taxes or expenses related to
                or
                resulting from any Vendor-initiated relocation to a new or different
                service location, including any reasonable costs or expenses directly
                incurred (including internal costs) by TXUED as a result of such
                relocation.

            


    

     

    
      	 	
              (b)

            	
              TXUED
                Facilities.
                Commencing on the applicable Services Agreement Effective Date and
                continuing for so long as Vendor requires the same for the performance
                of
                the Services, TXUED shall provide to Vendor the use (in accordance
                with
                TXUED’s corporate policies) of the space in the TXUED Facilities (as
                designated by TXUED) that Vendor may require in connection with the
                performance of the Services and not to exceed the space described
                in
                Schedule O.1
                to
                the applicable Services Agreement. 
                Vendor shall be financially responsible for providing all other facilities
                needed by Vendor or Vendor Personnel (including Transitioned Employees)
                to
                provide the Services. Except as otherwise approved by TXUED, TXUED
                owned
                or leased assets provided for the use of Vendor under this Agreement
                shall
                remain located at TXUED Facilities to the extent located at TXUED
                Facilities prior to the applicable Services Agreement Effective Date.
                In
                addition, all improvements or modifications to TXUED Facilities requested
                by Vendor shall be (i) subject to review and approval in advance by
                TXUED and (ii) performed by or through TXUED. Vendor shall reimburse
                TXUED for the actual
                direct reasonable costs and expenses
                incurred in connection with such modifications or improvements.
                EXCEPT
                AS SET FORTH HEREIN, THE
                TXUED FACILITIES ARE PROVIDED BY TXUED TO VENDOR ON AN AS-IS, WHERE-IS
                BASIS. TXUED EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED,
                AS TO
                THE TXUED FACILITIES OR, EXCEPT AS SET FORTH HEREIN, QUIET ENJOYMENT
                BY
                VENDOR.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (c)

            	
              Physical
                Security.
                TXUED is responsible for the physical security of the TXUED Facilities;
                provided, that Vendor shall be responsible for the physical security
                and
                safety, physical access and control of the buildings or areas over
                which
                Vendor has exclusive control and Vendor shall not permit any person
                to
                have access to, or control of, any such area unless such access or
                control
                is permitted in accordance with control procedures approved by TXUED
                or
                any higher standard agreed to by TXUED and Vendor. Vendor shall be
                solely
                responsible for compliance by Vendor Personnel with such control
                procedures, including obtaining advance approval from TXUED to the
                extent
                required.

            


    

     

    
      	 	
              (d)

            	
              Use
                of TXUED Facilities.

            


    

     

    
      	 	
              (i)

            	
              Unless
                otherwise agreed by the Parties, Vendor shall not have the right
                to use
                the TXUED Facilities to provide services to third
                parties.

            


    

     

    
      	 	
              (ii)

            	
              TXUED
                reserves the right to relocate any TXUED Facility from which the
                Services
                are then being provided by Vendor to another facility or geographic
                location upon one hundred twenty (120) days prior written notice
                to
                Vendor. TXUED shall be financially responsible for all additional
                costs,
                taxes or expenses related to or resulting from any TXUED initiated
                relocation to a new or different service location, including any
                reasonable costs or expenses directly incurred by Vendor as a result
                of
                such relocation. Vendor will not be deemed to be in breach of this
                Agreement, including a breach of the Service Levels, to the extent
                that
                any such TXUED-initiated relocation prevents or delays Vendor Personnel
                from performing Vendor’s obligations under this
                Agreement.

            


    

     

    
      	 	
              (iii)

            	
              TXUED
                also reserves the right to direct Vendor to cease using all or part
                of the
                space in any TXUED Facility upon one hundred twenty (120) days prior
                written notice. In such event, TXUED shall be financially responsible
                for
                all additional costs, taxes or expenses related to or resulting from
                any
                such direction, including any reasonable direct costs and expenses
                incurred by Vendor in leasing substitute space, provided that such
                relocation is not contemplated by this Agreement. Vendor will not
                be
                deemed to be in breach of this Agreement, including a breach of the
                Service Levels, to the extent that any such direction prevents or
                delays
                Vendor Personnel from performing Vendor’s obligations under this
                Agreement.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (e)

            	
              Conditions
                for Return.
                When the TXUED Facilities are no longer to be used by Vendor as
                contemplated by this Section or are otherwise no longer being used
                by
                Vendor to perform the Services, Vendor shall provide ninety (90)
                days’
                prior notice to TXUED and at the end of such ninety (90) days shall
                vacate
                and return such TXUED Facilities (including any improvements to such
                facilities made by or at the request of Vendor) to TXUED in substantially
                the same condition as when such facilities were first provided to
                Vendor,
                subject to reasonable wear and tear.


            


    

     

    
      	 	
              (f)

            	
              No
                Violation of Laws.
                Vendor shall (i) treat and use the TXUED Facilities in a reasonable
                manner and (ii) not commit, and shall use all reasonable efforts to
                ensure that no business visitor or invitee of Vendor commits, any
                act in
                violation of any Laws in such Vendor occupied TXUED Facility or any
                act in
                violation of TXUED’s insurance policies or in breach of TXUED’s
                obligations under the applicable real estate leases in such Vendor
                occupied TXUED Facilities (in each case, to the extent Vendor has
                received
                prior notice of such insurance policies or real estate
                leases).

            


    

     

    
      	 	
              (g)

            	
              Costs
                and Expenses.
                Both Parties agree to use commercially reasonable efforts to minimize
                the
                costs and expenses associated with any relocation provided for in
                this
                Section 6.1.

            


    

     

    
      	
              6.2

            	
              Use
                of Vendor Facilities.

            


    

     

    
      	 	
              (a)

            	
              Vendor
                Facilities.
                At TXUED’s request, Vendor shall provide TXUED with reasonable use of and
                access to Vendor Facilities to the extent required by TXUED for purposes
                relating to the Services and such other purposes as agreed by Vendor
                (provided that such use shall not unreasonably interfere with Vendor’s
                provision of the Services), including permitting TXUED to locate
                such
                numbers of TXUED Personnel as were historically located in any such
                Vendor
                Facilities that were acquired or leased from TXUED, less the number
                of
                Transitioned Employees historically located at such facility. 
                At
                TXUED’s request, Vendor shall also permit TXUED to locate at such Vendor
                Facilities any TXUED owned or leased equipment (including
                SCADA/communication equipment) that was historically located in such
                Vendor Facilities and shall permit TXUED Personnel to access, use,
                maintain, replace and remove such equipment to the extent required
                by
                TXUED. Vendor warrants that Vendor shall not interfere with TXUED’s quiet
                enjoyment of the Vendor Facilities. TXUED shall comply with Vendor’s
                policies, rules and regulations applicable to Vendor’s Facilities
                (including with respect to security, confidentiality and regulatory
                issues) of which TXUED has been provided prior notice. Any improvements
                or
                modifications to Vendor Facilities requested by TXUED shall be
                (i) subject to review and approval in advance by Vendor and
                (ii) performed by or through Vendor. TXUED shall reimburse Vendor for
                the actual direct reasonable costs and expenses incurred in connection
                with such modifications or improvements. EXCEPT
                AS SET FORTH HEREIN, THE
                VENDOR FACILITIES ARE PROVIDED BY VENDOR TO TXUED ON AN AS-IS, WHERE-IS
                BASIS. VENDOR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED,
                AS
                TO THE VENDOR FACILITIES OR, EXCEPT AS SET FORTH HEREIN, QUIET ENJOYMENT
                BY TXUED.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              Physical
                Security.
                Vendor is responsible for the physical security of the Vendor Facilities;
                provided, that TXUED shall be responsible for the physical security
                and
                safety, physical access and control of the buildings or areas over
                which
                TXUED has exclusive control and TXUED shall not permit any person
                to have
                access to, or control of, any such area unless such access or control
                is
                permitted in accordance with control procedures approved by Vendor
                or any
                higher standard agreed to by TXUED and Vendor. TXUED shall be solely
                responsible for compliance by TXUED Personnel with such control
                procedures, including obtaining advance approval from Vendor to the
                extent
                required.

            


    

     

    
      	 	
              (c)

            	
              Conditions
                for Return.
                When TXUED no longer requires the use of any Vendor Facilities, TXUED
                shall provide ninety (90) days’ prior notice to Vendor and at the end of
                such ninety (90) days shall vacate and return such Vendor Facilities
                (including any improvements to such facilities made by or at the
                request
                of TXUED) to Vendor in substantially the same condition as when such
                facilities were first provided to TXUED, subject to reasonable wear
                and
                tear.

            


    

     

    
      	 	
              (d)

            	
              No
                Violation of Laws.
                TXUED shall (i) treat and use the Vendor Facilities in a reasonable
                manner and (ii) not commit, and shall use all reasonable efforts to
                ensure that no business visitor or invitee of TXUED commits, any
                act in
                violation of any Laws in such TXUED occupied Vendor Facility or any
                act in
                violation of Vendor’s insurance policies or in breach of Vendor’s
                obligations under the applicable real estate leases in such TXUED
                occupied
                Vendor Facilities (in each case, to the extent TXUED has received
                prior
                notice of such insurance policies or real estate
                leases).

            


    

     

    
      	
              6.3

            	
              TXUED
                Rules / Employee Safety.

            


    

     

    
      	 	
              (a)

            	
              TXUED
                Rules and Compliance.
                In performing the Services and using the TXUED Facilities, Vendor
                shall
                observe and comply with all lawful TXUED policies, rules and regulations
                applicable to TXUED Facilities or the provision of the Services,
                including
                those set forth on Schedule E.3
                to
                the applicable Services Agreement as of the Master Agreement Effective
                Date (collectively, “TXUED
                Rules”);
                provided that Vendor will not be deemed to be in breach of this Agreement
                to the extent that any TXUED Rules prevent Vendor Personnel from
                performing Vendor’s obligations under this Agreement. Vendor shall be
                responsible for the promulgation and distribution of TXUED Rules
                to Vendor
                Personnel as and to the extent necessary and appropriate. Additions
                or
                modifications to the TXUED Rules will be communicated by TXUED to
                Vendor
                or Vendor Personnel prior to the effective date of such addition
                or
                modification. Vendor and Vendor Personnel shall observe and comply
                with
                such additional or modified TXUED Rules; provided that any Material
                Change
                resulting from additions or modifications to the TXUED Rules (whether
                individually or in the aggregate with all prior additions or
                modifications) since January 1, 2005 shall be addressed through the
                Change
                Control Process. Where applicable, in connection with Vendor’s
                observing and complying with those TXUED Rules related to
                TXUED’s obligation to comply with Affiliate Standards of Conduct
                 requirements under applicable Law, including those contained in
                Public Utility Commission of Texas’ Substantive Rules 25.84, 25.272 and
                25.273 (“Affiliate
                Standards”),
                Vendor shall develop and timely implement a plan approved by TXUED’s
                Compliance Director, or other designee, to assist TXUED in complying
                with the applicable Affiliate Standards.  The plan will, at a
                minimum, include the following elements:  management oversight and
                responsibility, procedures and rules, employee training and
                communications, response to employee questions and concerns,
                monitoring, auditing, evaluating compliance, enforcement and discipline,
                response to alleged violations, complaints, requests for information
                and
                documentation of compliance efforts.  The plan procedures
                and rules shall, among other things, implement safeguards that: 
                protect the confidentiality of TXUED’s customer information,
                including protecting against improper disclosure to TXUED’s
                Affiliates; protect TXUED’s Proprietary Information from improper
                disclosure to TXUED’s Affiliates; and ensure that all charges are
                properly allocated among TXUED and TXUED’s Affiliates.  Vendor
                shall timely report to TXUED any alleged Affiliate Standards violation
                and
                shall cooperate in investigating and responding to an
                alleged Affiliate Standards violation.  TXUED may audit for
                Vendor compliance consistent with Section
                8.4.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              TXUED
                Facility Safety and Health Compliance.
                Vendor and Vendor Personnel shall familiarize themselves with the
                premises
                and operations at each TXUED Facility and TXUED Site and the TXUED
                Rules
                applicable to each such TXUED Facility and TXUED Site. Vendor and
                Vendor
                Personnel shall observe and comply with all Laws applicable to each
                TXUED
                Facility and TXUED Site or the provision of the Services, including
                environmental Laws and Laws regarding occupational health and safety.
                Vendor shall be responsible for the compliance of Resources and Services
                with such Laws and shall be responsible for any acts or omissions
                of
                Vendor Personnel in contravention of such Laws. Notwithstanding the
                foregoing, Vendor will not be responsible for compliance with Laws
                by
                TXUED or TXUED Personnel. Each Party shall take precautions to avoid
                injury, property damage, spills or emissions of hazardous substances,
                materials or waste and other dangers to persons, property or the
                environment. To the extent required by TXUED as communicated to Vendor,
                Vendor Personnel shall receive TXUED standard training prior to entering
                certain TXUED Facilities and TXUED
                Sites.

            


    

     

    
      	 	
              (c)

            	
              Vendor
                Facility Safety and Health Compliance.
                TXUED and TXUED Personnel shall familiarize themselves with the premises
                and operations at each Vendor Facility and Vendor site and the Vendor
                rules applicable to each such Vendor Facility and Vendor site. TXUED
                and
                TXUED Personnel shall observe and comply with all Laws applicable
                to each
                Vendor Facility and Vendor site or the provision of the Services,
                including environmental Laws and Laws regarding occupational health
                and
                safety. TXUED shall be responsible for any acts or omissions of TXUED
                Personnel in contravention of such Laws. Notwithstanding the foregoing,
                TXUED will not be responsible for compliance with Laws by Vendor
                or Vendor
                Personnel. Each Party shall take precautions to avoid injury, property
                damage, spills or emissions of hazardous substances, materials or
                waste
                and other dangers to persons, property or the environment. To the
                extent
                required by Vendor as communicated to TXUED, TXUED Personnel shall
                receive
                Vendor standard training prior to entering certain Vendor Facilities
                and
                Vendor sites.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	
              6.4

            	
              Notice
                of Defaults.
                Each Party shall promptly inform the other Party in writing of any
                material breach of, or misuse or fraud in connection with, any Third
                Party
                Contract (including any equipment lease) used in connection with
                the
                Services of which it becomes aware and shall cooperate with the other
                Party to prevent or stay any such breach, misuse or
                fraud.

            


    

     

    
      	
              7.

            	
              SERVICE
                LEVELS

            


    

     

    
      	
              7.1

            	
              General.
                Vendor shall perform the Services so as to meet or exceed the applicable
                Service Levels. Vendor shall perform the Services in accordance with
                this
                Agreement (including the Service Levels) and with promptness and
                diligence, and in a professional and workmanlike
                manner.

            


    

     

    
      	
              7.2

            	
              Service
                Level Credits.
                Vendor recognizes that TXUED is paying Vendor to deliver the Services
                at
                specified Service Levels. If Vendor fails to meet such Service Levels,
                then Vendor shall pay or credit, in accordance with Schedule
                G
                to
                the applicable Services Agreement, to TXUED the performance credits
                specified in Schedule
                G
                to
                the applicable Services Agreement (“Service
                Level Credits”)
                in recognition of the diminished value of the Services resulting
                from
                Vendor’s failure to meet the agreed upon level of performance, and not as
                a penalty. Under no circumstances shall the imposition of Service
                Level
                Credits be construed as TXUED’s sole or exclusive remedy for any failure
                to meet the Service Levels; provided,
                however, that any Service Level Credits received by TXUED shall be
                offset
                against the amount of damages (if any) received by TXUED from Vendor
                as a
                result of the underlying event giving rise to the Service Level Credit.
                For the avoidance of doubt, Vendor’s failure to perform any Services so as
                to meet or exceed their applicable Service Levels shall not in and
                of
                itself constitute an inference of Vendor’s material breach of this
                Agreement unless otherwise provided under applicable
                Law.

            


    

     

    
      	
              7.3

            	
              Problem
                Analysis.
                If Vendor fails in any material respect, or numerous immaterial respects
                which collectively are material, to provide Services in accordance
                with
                this Agreement and such failure has a material adverse impact on
                the
                business or operations of TXUED as reasonably determined by TXUED
                consistent with TXUED’s historical practices, then upon TXUED’s request
                Vendor shall (after restoring Service or otherwise resolving any
                immediate
                problem) (i) promptly investigate and report on the causes of the
                problem, (ii) provide a Root Cause Analysis of such failure as soon
                as practicable at a level of detail commensurate with the impact
                of such
                failure taking into account the impact of the failure and consistent
                with
                TXUED’s historical practices, (iii) implement remedial action and
                begin complying with this Agreement as soon as practicable,
                (iv) advise TXUED of the status of remedial efforts being undertaken
                with respect to such problem, and (v) provide TXUED reasonable
                evidence that the causes of such problem have been or will be corrected.
                

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	
              7.4

            	
              Continuous
                Improvement Reviews.
                The Parties agree to implement the continuous improvement method
                set forth
                in Schedule
                G
                to
                each Services Agreement.

            


    

     

    
      	
              7.5

            	
              Measurement
                and Monitoring.
                On or before the applicable Services Agreement Commencement Date
                or, if
                relevant data is not currently tracked by TXUED, as soon as reasonably
                practicable thereafter and in any event within one hundred twenty
                (120)
                days after the applicable Services Agreement Effective Date (or,
                if
                earlier, prior to the date Vendor is required to meet the applicable
                Service Level as specified in Schedule
                G
                to
                the applicable Services Agreement), Vendor shall implement measurement
                and
                monitoring tools and metrics, as well as standard reporting procedures
                in
                accordance with Section 8.2,
                all as approved by TXUED, to measure Vendor’s performance of the Services
                against the applicable Service Levels and provide TXUED with reports
                in a
                format and at a level of detail sufficient to enable TXUED to easily
                track
                and verify Vendor’s compliance with the Service Levels. Vendor shall make
                such Service Level reports and Service Level data available to TXUED,
                as
                well as problem management data and other data regarding the status
                of
                service problems, service requests and user inquiries, using performance
                “dashboard” Applications or other Software providing the same or
                substantially similar
                functionality.

            


    

     

    
      	
              7.6

            	
              Notice
                of Adverse Impact.
                If Vendor becomes aware of any failure by Vendor that could reasonably
                be
                expected to have a material adverse effect on the Services, then
                Vendor
                shall promptly inform TXUED in writing of such situation and the
                impact or
                expected impact. Vendor shall as soon as practicable meet with TXUED
                to
                formulate an action plan to minimize or eliminate the impact of such
                situation.

            


    

     

    
      	
              7.7

            	
              Key
                Vendor Personnel.

            


    

     

    
      	 	
              (a)

            	
              Approval
                of Key Vendor Personnel.

            


    

     

    
      	 	
              (i)

            	
              Before
                assigning an individual to act as one of the Key Vendor Personnel,
                other
                than those listed on Schedule
                C
                to
                the applicable Services Agreement, whether as an initial assignment
                or a
                subsequent assignment, Vendor shall (1) notify TXUED of the proposed
                assignment, (2) introduce the individual to appropriate TXUED
                representatives, (3) provide reasonable opportunity for TXUED
                representatives to interview the individual and (4) provide TXUED
                with a résumé and such other information about the individual as TXUED may
                reasonably request and as permitted by applicable Law and Vendor’s
                internal policies consistently applied. Within five (5) days of its
                receipt of the information described in the immediately preceding
                sentence, TXUED will notify Vendor as to whether it has any objection
                to
                the proposed assignment (and any failure of TXUED to provide such
                notice
                in the time required will be deemed by TXUED to be an acceptance
                of such
                proposed assignment). If TXUED in good faith reasonably and lawfully
                objects to the proposed assignment, the Parties shall attempt to
                resolve
                TXUED’s concerns on a mutually agreeable basis. If the Parties have not
                been able to resolve TXUED’s concerns within five (5) days of TXUED
                communicating its concerns, Vendor shall not assign the individual
                to that
                position and shall propose to TXUED the assignment of another individual
                of suitable ability and
                qualifications.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (ii)

            	
              With
                regard to each Services Agreement, within thirty (30) days after
                the
                applicable Services Agreement Effective Date, Vendor shall identify
                and
                obtain TXUED’s approval of all Key Vendor Personnel.
                

            


    

     

    
      	 	
              (iii)

            	
              TXUED
                may change the positions designated as Key Vendor Personnel with
                Vendor’s
                approval, which shall not be unreasonably withheld; provided that
                TXUED
                shall be financially responsible for all additional costs, taxes
                or
                expenses related to or resulting from any such TXUED requested change.
                

            


    

     

    
      	 	
              (iv)

            	
              Except
                as otherwise agreed by the TXUED Account Executive and the Vendor
                Account
                Executive, TXUED may identify up to five (5) positions within Vendor’s
                organization as Key Vendor Personnel positions on Schedule
                C
                to
                the applicable Services Agreement and identify the Vendor Personnel
                that
                shall fill each such position; provided that TXUED may not identify
                the
                chief executive officer of Vendor or any of his or her direct reports
                as
                Key Vendor Personnel or Key Vendor Personnel
                positions.

            


    

     

    
      	 	
              (b)

            	
              Continuity
                of Key Vendor Personnel.
                Subject to the remainder of this Subsection (b), Vendor shall cause
                each
                of the Key Vendor Personnel to devote full time and effort to the
                provision of Services for the period specified in Schedule C
                to
                the applicable Services Agreement from the date he or she assumes
                the
                position in question. Vendor shall not transfer, reassign or remove
                any
                Key Vendor Personnel (except as a result of voluntary resignation,
                involuntary termination for cause, illness, disability or death)
                or
                announce its intention to do so during the specified period, subject
                to
                the following procedures. If Vendor proposes to reassign any Key
                Vendor
                Personnel, Vendor shall (i) notify TXUED of the proposed
                reassignment, (ii) introduce the proposed replacement to appropriate
                TXUED representatives, (iii) provide reasonable opportunity for TXUED
                representatives to interview the proposed replacement and
                (iv) provide TXUED with a résumé and such other information about the
                proposed replacement as TXUED may reasonably request and as permitted
                by
                applicable Law and Vendor’s internal policies consistently applied. Within
                five (5) days of its receipt of the information described in the
                immediately preceding sentence, TXUED will notify Vendor as to whether
                it
                has any objection to the proposed reassignment and replacement (and
                any
                failure of TXUED to provide such notice in the time required will
                be
                deemed by TXUED to be an acceptance of such proposed reassignment
                and
                replacement). If TXUED in good faith reasonably and lawfully objects
                to
                the proposed reassignment and replacement, Vendor shall not assign
                the
                proposed replacement to that position and shall propose to TXUED
                the
                assignment of another individual of suitable ability and qualifications.
                In the event of the voluntary resignation, involuntary termination
                for
                cause, illness, disability or death of any Key Vendor Personnel during
                or
                after the specified period, Vendor shall (i) give TXUED as much
                notice as reasonably practicable of such development and
                (ii) identify and obtain TXUED’s approval of a suitable replacement
                as soon as is reasonably practicable in accordance with Section 7.7(a)(i).
                In addition, even after the specified period, Vendor shall transfer,
                reassign or remove Key Vendor Personnel (other than in the case of
                voluntary resignation, involuntary termination for cause, illness,
                disability, or death) only after (i) giving TXUED at least forty-five
                (45) days’ prior notice of such action and (ii) identifying and
                obtaining TXUED’s approval of a suitable replacement at least
                thirty (30) days prior to such transfer, reassignment or removal in
                accordance with Section 7.7(a)(i).
                Notwithstanding the foregoing, upon Vendor’s request and in connection
                with Vendor’s provision of services to clients other than TXUED, TXUED
                shall allow Vendor to use agreed upon Key Vendor Personnel in connection
                with the provision of services to other
                clients.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	 	
              (c)

            	
              Retention
                and Succession.
                Vendor shall provide to TXUED, for its review and comment, a retention
                strategy designed to retain Key Vendor Personnel on the TXUED account
                for
                the period specified in Schedule
                C
                to
                the applicable Services Agreement. Vendor shall also maintain active
                succession plans for each of the Key Vendor Personnel positions.
                Vendor
                shall implement such retention strategies to retain Key Vendor Personnel
                as Vendor deems appropriate. Upon termination or resignation of any
                Key
                Vendor Personnel, Vendor shall provide notice to TXUED of such termination
                and expeditiously identify and obtain TXUED’s approval of a suitable
                replacement in accordance with Section 7.7(a)(i).

            


    

     

    
      	 	
              (d)

            	
              Evaluation
                Input.
                TXUED shall have an opportunity to conduct an annual review of the
                Vendor
                Account Executive and each of the other Key Vendor Personnel and
                an
                opportunity to provide meaningful information to Vendor with respect
                to
                TXUED’s evaluation of the performance of the Vendor Account Executive and
                the other Key Vendor Personnel and such evaluation shall be considered
                by
                Vendor in establishing the total compensation of such
                individuals.

            


    

     

    
      	
              7.8

            	
              Vendor
                Account Executive.
                Vendor shall designate a “Vendor
                Account Executive”
                for this TXUED engagement who, unless otherwise agreed by TXUED,
                shall
                maintain his or her office at 500 N. Akard Street, Dallas, Texas
                75201 (in
                a location therein determined by TXUED). The Vendor Account Executive
                shall (i) be one of the Key Vendor Personnel, (ii) be a full
                time employee of Vendor, (iii) devote his or her full time and effort
                to managing and coordinating Vendor’s performance under this Agreement,
                (iv) remain in this position for a minimum period of two (2) years
                from the initial assignment (except as a result of voluntary resignation,
                involuntary termination for cause, illness, disability, or death)
                and
                (v) have authority to act on behalf of Vendor in all day-to-day
                matters pertaining to this Agreement. Additionally, (i) Vendor shall
                be entitled to designate additional representatives who will be authorized
                to make certain decisions (e.g., regarding emergency maintenance)
                if the
                Vendor Account Executive is not available and (ii) the Vendor Account
                Executive shall be entitled to delegate any of his or her rights
                and
                obligations to one or more designees upon prior notice to TXUED.
                TXUED is
                entitled to rely upon instructions given by the Vendor Account Executive
                or any other individual designated to have decision-making authority
                in
                accordance with this Section.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	
              7.9

            	
              Vendor
                Personnel Are Not TXUED Employees; Independent
                Relationship.
                Except as otherwise expressly set forth in this Agreement, the Parties
                intend hereunder to create an independent contractor relationship
                and
                nothing in this Agreement shall operate or be construed as making
                TXUED
                and Vendor partners, joint venturers, principals, joint employers,
                agents
                or employees of or with the other. No officer, director, employee,
                agent,
                Affiliate, contractor or subcontractor retained by Vendor to perform
                work
                on TXUED’s behalf hereunder shall be deemed to be an officer, director,
                employee, agent, Affiliate, contractor or subcontractor of TXUED
                for any
                purpose. Vendor, not TXUED, has the sole right, power, authority
                and duty
                to (i) supervise, manage and direct the activities of the Vendor
                Personnel and to compensate such Vendor Personnel for any work performed
                by them on behalf of TXUED pursuant to this Agreement and
                (ii) contract, direct, procure, perform or cause to be performed all
                work to be performed by Vendor under this Agreement. Vendor, and
                not
                TXUED, shall be responsible for all acts and omissions of Vendor
                Personnel
                (unless such acts or omissions were at the direction of TXUED to
                Vendor).

            


    

     

    
      	
              7.10

            	
              Replacement,
                Qualifications, and Retention of Vendor Personnel.

            


    

     

    
      	 	
              (a)

            	
              Requested
                Replacement.
                In the event that TXUED determines lawfully and in good faith that
                any
                individual Vendor Personnel (including Key Vendor Personnel) has
                violated
                any TXUED Rule or TXUED Standard or any Law, then TXUED shall give
                Vendor
                notice to that effect requesting that such Vendor Personnel be replaced
                and Vendor shall immediately suspend such individual’s performance of the
                Services and access to TXUED Facilities pending completion of the
                process
                set forth in this Section 7.10(a).
                Vendor shall have five (5) days following such notice in which to
                investigate the matters forming the basis of such request, correct
                any
                deficient performance and provide TXUED with assurances that such
                deficient performance shall not recur. If, following such five (5)
                day
                period, TXUED is not reasonably satisfied with the results of Vendor’s
                efforts to correct the deficient performance and/or to ensure its
                non-recurrence, Vendor shall, as soon as reasonably practicable,
                remove
                and replace such Vendor Personnel with an individual of suitable
                ability
                and qualifications. Nothing in this provision shall operate or be
                construed to limit Vendor’s responsibility for the acts or omission of the
                Vendor Personnel.

            


    

     

    
      	 	
              (b)

            	
              Turnover
                Rate and Data.
                Vendor shall notify TXUED at least thirty (30) days prior to any
                planned
                reduction in force (including layoffs and mass terminations) and
                such
                notice shall include the number of employees to be severed and the
                classification and work location of each such employee. Commencing
                on the
                three (3) month anniversary of the applicable Services Agreement
                Commencement Date and every three (3) months thereafter, Vendor shall
                report the turnover rate of Vendor Personnel (i.e., the voluntary
                or
                involuntary cessation of employment with Vendor that is not part
                of any
                previously planned reduction in force) (“Turnover
                Rate”).
                If TXUED reasonably determines that the Turnover Rate of Vendor Personnel
                is materially adversely impacting the Services and so notifies Vendor,
                Vendor shall, within five (5) days of the date of TXUED’s notice,
                (i) provide TXUED with data concerning Vendor’s Turnover Rate,
                (ii) provide TXUED with an accounting of the Vendor Personnel then
                providing the Services at such level of detail as requested by TXUED
                (including indicating the length of time each of the Vendor Personnel
                has
                been performing the Services), (iii) meet with TXUED to discuss the
                reasons for the Turnover Rate and (iv) submit a proposal for reducing
                the Turnover Rate. After considering TXUED's comments, to the extent
                appropriate Vendor shall implement such proposal as soon as
                practicable.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	
              7.11

            	
              Conduct
                of Vendor Personnel.
                While at TXUED Facilities, Vendor Personnel shall (i) comply with the
                TXUED Rules as long as TXUED notifies Vendor of such TXUED Rules
                reasonably in advance (subject to Section
                6.3(a)),
                (ii) comply with requests of TXUED personnel pertaining to personal
                and professional conduct, (iii) attend standard workplace training
                offered by TXUED at TXUED’s request, and (iv) otherwise conduct
                themselves in a professional and businesslike
                manner.

            


    

     

    
      	
              7.12

            	
              Substance
                Abuse.
                Vendor represents and warrants that it has and shall maintain and
                enforce
                substance abuse policies, in each case in conformance with applicable
                Laws, and Vendor Personnel shall be subject to such
                policies.

            


    

     

    
      	
              8.

            	
              VENDOR
                RESPONSIBILITIES

            


    

     

    
      	
              8.1

            	
              Policy
                and Procedures Manual.
                Vendor shall deliver to TXUED for its review, comment and approval
                a
                Policy and Procedures Manual as described in the applicable Services
                Agreement.

            


    

     

    
      	
              8.2

            	
              Reports.

            


    

     

    
      	 	
              (a)

            	
              General.
                Vendor shall provide TXUED with reports pertaining to the performance
                of
                the Services (“Reports”)
                as set forth in Schedule
                E
                or
                Schedule R
                to
                the applicable Services Agreement, in the format and at the frequencies
                provided therein. In addition, TXUED may request, and Vendor will
                generate
                and deliver, additional Reports at the cost and expense of TXUED.
                All
                Reports described in Schedule
                E
                or
                Schedule
                R
                to
                the applicable Services Agreement shall be provided to TXUED as part
                of
                the Services. The Reports described in Schedule
                E
                or
                Schedule R
                to
                the applicable Services Agreement and, to the extent mutually agreed
                upon,
                all other Reports, shall be provided to TXUED in hard copies or electronic
                copies, as designated by TXUED.

            


    

     

    
      	 	
              (b)

            	
              Back-Up
                Documentation.
                Vendor shall provide TXUED with copies of and access to data,
                documentation and other information in Vendor’s possession as may be
                reasonably requested by TXUED in order to verify the accuracy of
                the
                Reports provided by Vendor.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (c)

            	
              Correction
                of Errors.
                Vendor shall promptly correct all errors or inaccuracies in or with
                respect to the Reports of which it becomes aware, including the
                information or data contained in such Reports; provided that errors
                or
                inaccuracies for which TXUED is responsible shall be corrected by
                Vendor
                at TXUED’s expense.

            


    

     

    
      	
              8.3

            	
              Reserved.

            


    

     

    
      	
              8.4

            	
              Audit
                Rights.

            


    

     

    
      	 	
              (a)

            	
              Vendor
                Records.
                Vendor shall maintain complete and accurate records of and supporting
                documentation related to the Services, including for all Charges
                (“Contract
                Records”).
                Vendor shall maintain such Contract Records in accordance with generally
                accepted accounting principles for the applicable jurisdiction applied
                on
                a consistent basis and in accordance with Exhibit
                12.
                Any Material Change resulting from additions or modifications to
                Exhibit
                12
                shall be addressed through the Change Control
                Process.

            


    

     

    
      	 	
              (b)

            	
              Operational
                Audits. Vendor
                shall provide to
                TXUED (and internal and external auditors, inspectors, governmental
                bodies, regulators and other representatives that TXUED may designate)
                access at reasonable hours to Vendor Personnel, to the facilities
                at or
                from which Services are or have been provided, to
                Contract Records and other pertinent information, all to the extent
                related to the performance of the Services and Vendor’s obligations under
                this Agreement. Such access shall be provided for the purpose of
                performing audits and inspections of TXUED and its businesses, including
                to (i) verify the integrity of TXUED Data, (ii) examine the
                Systems that process, store, support and transmit that data,
                (iii) examine controls (e.g., organizational controls, input/output
                controls, System modification controls, processing controls, System
                design
                controls and access controls) and security, disaster recovery and
                back-up
                practices and procedures, (iv) examine Vendor’s performance of the
                Services, (v) verify Vendor’s reported performance against this
                Agreement (including the applicable Service Levels), (vi) examine
                Vendor’s measurement, monitoring, management and reporting tools and
                (vii) enable TXUED to meet applicable legal, regulatory and
                contractual requirements and installing and operating Software that
                assists TXUED (and TXUED’s internal and external auditors, inspectors,
                governmental bodies, regulators and other representatives) in performing
                its audit, in each case to the extent affected by or applicable to
                the
                Services. Vendor shall provide any assistance reasonably requested
                by
                TXUED or its designee(s) in conducting any such audit, including
                providing
                electronic access to TXUED Data and Vendor’s data that directly pertains
                to the Services and Vendor’s obligations under this Agreement. If an audit
                reveals a material breach of this Agreement, Vendor shall promptly
                reimburse TXUED for the actual cost of such
                audit.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	 	
              (c)

            	
              Financial
                Audits.
                During the Term and for a period thereafter required by Law, Vendor
                shall
                provide to TXUED (and internal and external auditors, inspectors,
                governmental bodies, regulators and other representatives that TXUED
                may
                designate) access at reasonable hours to Vendor Personnel and to
                Contract
                Records required to be maintained by TXUED by Law and other pertinent
                information, all to the extent related to the performance of, and
                the
                Charges for, the Services and Vendor’s obligations under this Agreement.
                Such access shall be provided for the purpose of performing audits
                and
                inspections to (i) verify the accuracy and completeness of Contract
                Records, (ii) verify the accuracy and completeness of Charges and any
                Pass-Through Expenses and Out-of-Pocket Expenses and (iii) enable
                TXUED to meet applicable legal, regulatory and contractual requirements,
                in each case to the extent affected by or applicable to the Services
                and/or the Charges for such Services. Vendor shall provide any assistance
                reasonably requested by TXUED or its designee(s) in conducting any
                such
                audit. If any such audit reveals a net overcharge by Vendor, and
                Vendor
                does not successfully dispute the amount questioned by such audit
                in
                accordance with Article 17,
                Vendor shall promptly pay to TXUED the amount of such overcharge,
                together
                with interest from the date of Vendor’s receipt of such overcharge at the
                then current rate set by Citibank, N.A. as its prime lending rate
                plus two
                (2) percent per annum. In addition, if any such audit reveals an
                overcharge of more than the greater of (x) five percent (5%) and
                (y) one
                million dollars ($1,000,000), in each case of the audited Charges
                in any
                Charges category, Vendor shall promptly reimburse TXUED for the actual
                cost of such audit.

            


    

     

    
      	 	
              (d)

            	
              Audit
                Assistance.
                TXUED may be subject to regulation and audit by governmental bodies,
                standards organizations, other regulatory authorities, customers
                or other
                parties to contracts with TXUED under applicable Laws, rules, regulations,
                standards and contract provisions. If a governmental body, standards
                organizations, other regulatory authority or customer or other party
                to a
                contract with TXUED exercises its right to examine or audit TXUED
                pursuant
                to such Laws, rules, regulations, standards or contract provisions,
                Vendor
                shall provide reasonable assistance requested by TXUED in responding
                to
                such audits or requests for
                information.

            


    

     

    
      	 	
              (e)

            	
              General
                Procedures.

            


    

     

    
      	 	
              (i)

            	
              Except
                as otherwise required under applicable Law, TXUED may perform audits
                and
                inspections in accordance with this Section upon reasonable notice
                to
                Vendor during normal business hours, for a reasonable duration. Subject
                to
                the limitations contained elsewhere in this Section
                8.4,
                TXUED may perform audits on each of the various subject areas described
                in
                the TXUED audit plan then in-effect at the time of such audit (each,
                an
                “Audit
                Area”),
                provided that an Audit Area may not be audited more than once during
                any
                twelve (12) month period, unless more frequent audits are required
                by any
                Laws applicable to TXUED. TXUED has the right to amend any such audit
                plan
                at any time, provided that such amended audit plan must be provided
                to
                Vendor and all previously audited Audit Areas will remain subject
                to the
                foregoing limitation on the number of audits per twelve (12) month
                period.
                Notwithstanding the foregoing, if, as a result of such an audit,
                the
                Parties mutually agree that Vendor should implement material new,
                additional or stronger controls, or if such audit reveals a material
                failure of compliance with this Agreement then TXUED shall be entitled
                to
                conduct a follow-up audit within six (6) months. The costs and expenses
                to
                perform audits under this Section shall be borne by TXUED. Vendor
                will
                assist TXUED, when necessary, in TXUED’s performance of any audit pursuant
                to this Section
                8.4
                as
                part of Vendor’s normal course of business and at no additional charge to
                TXUED. Notwithstanding the remaining provisions of this clause (i),
                TXUED
                may perform any number of inspections of (A) Vendor’s means and methods of
                performing Services in the field and (B) any Contract Records that
                are
                reasonably related to such
                Services.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (ii)

            	
              Notwithstanding
                the intended breadth of TXUED’s audit rights, TXUED shall not be given
                access to (A) the proprietary information of other Vendor customers
                or
                Vendor not related to the provision of the Services, (B) Vendor
                locations that are not related to TXUED or the Services, (C) Vendor’s
                internal costs, except to the extent such costs are the basis upon
                which
                TXUED is charged and/or are necessary to calculate the applicable
                Charges
                or (D) any information and data that constitutes attorney work
                product or privileged information. Reviews of costs to which access
                is
                permitted in (C) may include access to timekeeping systems, amounts
                charged Vendor by Subcontractors and applicable payroll reviews as
                it
                relates to work performed by Vendor on a Variable Pricing basis as
                set
                forth in Exhibit 11.

            


    

     

    
      	 	
              (iii)

            	
              In
                performing audits, TXUED shall use all reasonable efforts to avoid
                unnecessary disruption of Vendor’s operations and unnecessary interference
                with Vendor’s ability to perform the
                Services.

            


    

     

    
      	 	
              (iv)

            	
              Following
                any audit, TXUED shall conduct (in the case of an internal audit),
                or
                request its external auditors or examiners to conduct, an exit conference
                with Vendor to obtain factual concurrence with issues identified
                in the
                review.

            


    

     

    
      	 	
              (v)

            	
              TXUED
                (and internal and external auditors, inspectors, governmental bodies,
                regulators and other representatives that TXUED may designate) shall
                be
                given a reasonably secure workspace in which to perform an audit,
                plus
                reasonable access to photocopiers, telephones, facsimile machines,
                computer hook-ups, and any other facilities or equipment needed for
                the
                performance of the audit.

            


    

     

    
      	 	
              (f)

            	
              Vendor
                Internal Audit.
                If Vendor determines as a result of its own internal audit that it
                has
                overcharged TXUED, then Vendor shall promptly pay to TXUED the amount
                of
                such overcharge, together with interest from the date of Vendor’s receipt
                of such overcharge at the rate of two (2) percent per
                annum.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

     

    
      	 	
              (g)

            	
              Vendor
                Response.
                Vendor and TXUED shall meet to review each audit report promptly
                after the
                issuance thereof. Vendor will respond to each audit report in writing
                within sixty (60) days from receipt of such report. Vendor and TXUED
                shall
                develop and agree upon an action plan to promptly address and resolve
                any
                reasonable identified deficiencies, concerns and/or recommendations
                in
                such audit report and, following approval of such plan by TXUED,
                Vendor
                shall undertake remedial action in accordance with such action plan
                and
                the dates specified therein.

            


    

     

    
      	 	
              (h)

            	
              Vendor
                Response to Non-TXUED Audits. If
                an audit by a governmental body, standards organization or regulatory
                authority having jurisdiction over TXUED or Vendor results in a finding
                that Vendor is not in compliance with any generally accepted accounting
                principle or other audit requirement or any Law or standard relating
                to
                the performance of its obligations under this Agreement, Vendor shall,
                at
                its own expense and within the time period specified by such auditor,
                address and resolve the deficiency(ies) identified by such governmental
                body, standards organization or regulatory
                authority.

            


    

     

    
      	 	
              (i)

            	
              SAS
                70 Audit.
                Vendor shall conduct an audit on controls placed in operation and
                tests of
                operating effectiveness in accordance with the American Institute
                of
                Certified Public Accountants Statement on Auditing Standards (SAS)
                70 (SAS
                70 Type 2 report, not Type 1 report), or an equivalent audit as agreed
                by
                the Parties (the “SAS
                70 Audit”),
                with respect to all Vendor Facilities at or from which the Services
                are
                provided. The SAS 70 Audit shall be conducted by an independent auditor
                of
                national recognition and standing. Such SAS 70 Audit shall be conducted
                annually or, if provided by Law, less frequently as may be commercially
                reasonable. Vendor shall permit TXUED to participate in the planning
                of
                each such SAS 70 Audit, shall confer with TXUED as to the scope,
                timing of
                and manner that each such SAS 70 Audit shall be conducted and audit
                findings documented and shall accommodate TXUED’s requirements and
                concerns to the extent practicable. Except to the extent otherwise
                expressly agreed to by TXUED, Vendor shall arrange for the completion
                of
                each SAS 70 Audit such that (a) the resulting SAS 70 Audit report
                (the
                “SAS
                70 Report”)
                is completed and provided to TXUED and, if so requested by TXUED,
                its
                independent auditors, at least within sixty (60) days following the
“as
                of” date but in no event less than sixty (60) days prior to the end of
                TXUED’s fiscal year end, (b) the SAS 70 Report covers at least a one
                hundred eighty (180) day period and (c) the “as of” date is no more than
                six (6) months prior to TXUED’s fiscal year end. Vendor shall respond to
                such SAS 70 Report in accordance with Section
                8.4(g).
                Vendor shall be obligated to provide a SAS 70 Report applicable to
                any
                fiscal year of TXUED during which this Agreement expires or is terminated;
                provided, however, that such SAS 70 Report need only cover that portion
                of
                such fiscal year preceding expiration or termination of this Agreement.
                TXUED shall reimburse Vendor for the reasonable actual incremental
                internal costs, and amounts that Vendor pays its independent auditor,
                in
                order to conduct any SAS 70 Audit pursuant to this
                Subsection.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              8.5

            	
              Agency
                and Disbursements.

            


    

     

    
      	 	
              (a)

            	
              Limited
                Agency.
                TXUED hereby appoints Vendor as its limited agent during the Term
                solely
                for the purposes of managing and administering the Managed Third
                Party
                Agreements. TXUED shall provide, on a timely basis, such affirmation
                of
                Vendor’s authority to such lessors, licensors, suppliers and other third
                parties as Vendor may reasonably
                request.

            


    

     

    
      	 	
              (b)

            	
              Reimbursement
                for Substitute Payment.
                If either Party in error pays to a third party an amount for which
                the
                other Party is responsible under this Agreement, the Party that is
                responsible for such payment shall promptly reimburse the paying
                Party for
                such amount.

            


    

     

    
      	 	
              (c)

            	
              Notice
                of Decommissioning.
                Vendor agrees to notify TXUED promptly if and to the extent any TXUED
                owned equipment or TXUED leased equipment will no longer be used
                to
                provide the Services. The notification will include the identification
                of
                such equipment and the date it will no longer be needed by Vendor,
                along
                with the reason for decommissioning. Upon receipt of any such notice,
                TXUED may, in its sole discretion, terminate the equipment lease
                for such
                leased equipment as of the date specified in such notice and sell
                or
                otherwise dispose of or redeploy such TXUED owned equipment as of
                the date
                specified in such notice. Upon Vendor ceasing to use any such equipment
                (or, in the case of leased equipment, upon the last day TXUED is
                obligated
                to make such leased equipment available to Vendor, if earlier), Vendor
                shall return the same to TXUED and/or its designee(s) in condition
                at
                least as good as the condition thereof on the applicable Services
                Agreement Commencement Date, ordinary wear and tear excepted, provided
                that such equipment was under the control of
                Vendor.

            


    

     

    
      	
              8.6

            	
              Subcontractors.

            


    

     

    
      	 	
              (a)

            	
              Use
                of Subcontractors.
                Except to the extent set forth in subclauses (i) through (iv) of
                this
                Subsection, Vendor shall not subcontract any of its responsibilities
                without TXUED’s prior approval. TXUED agrees that Vendor may subcontract
                in the following instances without TXUED’s approval: (i) to the
                Subcontractors listed on Schedule
                D
                to
                the applicable Services Agreement (which Schedule the Parties acknowledge
                may be updated from time to time upon the agreement of the Parties);
                (ii)
                for any services that are in support of Vendor’s provision of the Services
                (e.g., janitorial services or catering services) from a service location;
                (iii) subcontracts pursuant to which Vendor intends to pay to the
                Subcontractor less than one hundred thousand dollars ($100,000) during
                any
                Contract Year; or (iv) any Entity that is a wholly-owned subsidiary
                of
                Vendor (any of the foregoing, a “Permitted
                Subcontract”).
                If, however, TXUED expresses dissatisfaction with the services of
                a
                Permitted Subcontractor, Vendor shall work in good faith to resolve
                TXUED’s concerns on a mutually acceptable basis. Prior to entering into
                a
                subcontract (other than a Permitted Subcontract) with any person
                or Entity
                to provide or perform any part of the Services, Vendor shall (y) give
                TXUED reasonable prior notice specifying the components of the Services
                affected, the scope of the proposed subcontract, the identity and
                qualifications of the proposed Subcontractor, and the reasons for
                subcontracting the work in question and (z) obtain TXUED’s prior
                approval of such Subcontractor.

            



      
        
          
          

        

        
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (b)

            	
              Shared
                Subcontractors.
                Notwithstanding Section 8.6(a),
                Vendor may, in the ordinary course of business, subcontract with
                temporary
                personnel firms for the provision of temporary contract labor
                (collectively, “Shared
                Subcontractors”);
                provided, that such Shared Subcontractors possess the training and
                experience, competence and skill to perform the work in a skilled
                and
                professional and workmanlike manner. TXUED shall have no approval
                right
                with respect to such Shared Subcontractors. If, however, TXUED expresses
                dissatisfaction with the services of a Shared Subcontractor, Vendor
                shall
                work in good faith to resolve TXUED’s concerns on a mutually acceptable
                basis.

            


    

     

    
      	 	
              (c)

            	
              Vendor
                Responsibility.
                For purposes of this Agreement, (i) services, functions and
                responsibilities performed or provided by Subcontractors (including
                their
                personnel) shall be deemed Services performed and provided by Vendor,
                (ii) references to Vendor shall include such Subcontractors
                (including for purposes of compliance with operations, policies,
                procedures, rules, standards and the like of TXUED and the indemnities
                under this Agreement), (iii) Vendor shall be responsible for any
                failure by any Subcontractor to perform in accordance with this Agreement
                or to comply with any duties or obligations imposed on Vendor under
                this
                Agreement (including the Service Levels) to the same extent as if
                such
                failure to perform or comply was committed by Vendor or Vendor employees
                and (iv) Vendor shall be responsible for the performance of all
                Subcontractors providing any of the Services. Vendor shall be TXUED’s sole
                point of contact regarding the
                Services.

            


    

     

    
      	 	
              (d)

            	
              Audit
                Rights.
                Vendor shall obtain from all Subcontractors that are Affiliates of
                Vendor,
                and shall use commercially reasonable efforts to obtain from all
                other
                Subcontractors, sufficient rights to enable TXUED to exercise TXUED’s
                audit rights under Section
                8.4
                in
                respect of each Subcontractor.

            


    

     

    
      	
              8.7

            	
              Requirement
                of Writing.
                To the extent TXUED is required under this Agreement to obtain Vendor’s
                approval, consent or agreement, such approval, consent or agreement
                must
                be in writing and must be signed by or directly transmitted by electronic
                mail from the Vendor Account Executive or by the applicable individual
                to
                whom authority has been delegated in accordance with Section
                7.8.
                Notwithstanding the preceding sentence, the Vendor Account Executive
                may
                agree in advance in writing that as to certain specific matters,
                oral
                approval, consent or agreement will be
                sufficient.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              8.8

            	
              Seconded
                TXUED Personnel.
                In order to (a) facilitate an effective relationship between the
                Parties,
                (b) provide for training and development of TXUED Personnel (including
                allowing TXUED Personnel to refresh skills that may relate to work
                performed by TXUED, Vendor or TXUED Third Party Contractors), (c)
                assist
                Vendor with Vendor’s performance of, and to perform, the Services and (d)
                perform such other services, functions and responsibilities as the
                Parties
                may mutually agree, TXUED may periodically second TXUED Personnel
                to
                Vendor (the “Seconded
                TXUED Personnel”),
                provided that the secondment of any TXUED Personnel does not unreasonably
                interfere with Vendor’s performance of the Services. Vendor shall not have
                any authority to hire, fire, impose discipline or otherwise to take
                personnel-related actions with respect to the Seconded TXUED Personnel.
                The Parties agree that no employer and employee relationship is to
                be
                created between Vendor and the Seconded TXUED Personnel, and further
                that
                no employee benefits available to employees of Vendor shall accrue
                to the
                Seconded TXUED Personnel. Vendor will provide TXUED management personnel
                with direction regarding the activities of the Seconded TXUED Personnel
                in
                accordance with TXUED’s requirements and in consultation with the TXUED
                Account Executive or his/her designee. With respect to the Seconded
                TXUED
                Personnel, Vendor shall not be responsible for implementing and
                administering TXUED human resources policies, practices or procedures,
                including those addressing hiring, compensation, promotions, transfers,
                terminations, employment related complaints general career development
                and
                performance management. TXUED shall continue to be financially responsible
                for the compensation and employee benefits of the Seconded TXUED
                Personnel
                (collectively, “Employment
                Costs”),
                provided that prior to any Seconded TXUED Personnel assisting Vendor
                with
                Vendor’s performance of, or performing, any services, functions or
                responsibilities (including the Services) that benefit Vendor, the
                Parties
                shall agree on the amount of Employment Costs for which Vendor shall
                reimburse TXUED with respect to such Seconded TXUED
                Personnel.

            


    

     

    
      	
              8.9

            	
              Seconded
                Vendor Personnel.
                In order to (a) facilitate an effective relationship between the
                Parties,
                (b) provide for training and development of Vendor employees, (c)
                assist
                TXUED with TXUED’s performance of, and to perform, TXUED’s Retained
                Resources and Business Processes (as such term is defined in the
                Field
                Services Agreement) and (d) perform such other services, functions
                and
                responsibilities as the Parties may mutually agree, Vendor may
                periodically second Vendor employees to TXUED (the “Seconded
                Vendor Personnel”),
                provided that the secondment of any Vendor employees does not unreasonably
                interfere with TXUED’s business operations. TXUED shall not have any
                authority to hire, fire, impose discipline or otherwise to take
                personnel-related actions with respect to the Seconded Vendor Personnel.
                The Parties agree that no employer and employee relationship is to
                be
                created between TXUED and the Seconded Vendor Personnel, and further
                that
                no employee benefits available to employees of TXUED shall accrue
                to the
                Seconded Vendor Personnel. With respect to the Seconded Vendor Personnel,
                TXUED shall not be responsible for implementing and administering
                Vendor
                human resources policies, practices or procedures, including those
                addressing hiring, compensation, promotions, transfers, terminations,
                employment related complaints, or general career development and
                performance management. Vendor shall continue to be financially
                responsible for the compensation and employee benefits of the Seconded
                Vendor Personnel.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              9.

            	
              TXUED
                RESPONSIBILITIES 

            


    

     

    
      	
              9.1

            	
              Responsibilities.
                In addition to TXUED’s responsibilities expressly set forth elsewhere in
                this Agreement, TXUED shall be responsible for the
                following:

            


    

     

    
      	 	
              (a)

            	
              TXUED
                Account Executive.
                TXUED shall designate one (1) individual to whom all Vendor communications
                concerning this Agreement shall be addressed (the “TXUED
                Account Executive”),
                who shall have the authority to act on behalf of TXUED in all day-to-day
                matters pertaining to this Agreement. TXUED may change the designated
                TXUED Account 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 Account Executive is not available
                and
                (ii) the TXUED Account 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 Account Executive or any other individual designated to
                have
                decision-making authority in accordance with this Section
                9.1(a).

            


    

     

    
      	 	
              (b)

            	
              Cooperation.
                TXUED shall cooperate with Vendor by, among other things, making
                available, as reasonably requested by Vendor and as otherwise required
                by
                this Agreement, management decisions, information, approvals and
                acceptances so that Vendor may accomplish its obligations and
                responsibilities hereunder.

            


    

     

    
      	 	
              (c)

            	
              Requirement
                of Writing.
                To the extent Vendor is required under this Agreement to obtain TXUED’s
                approval, consent or agreement, such approval, consent or agreement
                must
                be in writing and must be signed by, or directly transmitted by electronic
                mail from, the TXUED Account Executive or the applicable individual
                to
                whom authority has been delegated in accordance with Section
                9.1(a).
                Notwithstanding the preceding sentence, the TXUED Account Executive
                may
                agree in advance in writing that as to certain specific matters oral
                approval, consent or agreement will be
                sufficient.

            


    

     

    
      	 	
              (d)

            	
              SAS
                70 Report.
                If and to the extent reasonably required by Vendor in order for Vendor
                to
                comply with applicable Laws, then following Vendor’s request TXUED shall
                provide to Vendor a copy of the relevant portions of the most recent
                SAS
                70 Type 2 audit report received by TXUED from Capgemini Energy
                LP.

            


    

     

    
      	
              9.2

            	
              Savings
                Clause.
                Vendor’s failure to timely or otherwise perform its responsibilities under
                this Agreement (including failure to meet the Service Levels) shall
                be
                excused if and to the extent such Vendor non-performance is directly
                caused by (i) TXUED’s or any TXUED Third Party Contractor’s negligence or
                wrongful acts or omissions or TXUED’s or any TXUED Third Party
                Contractor’s breach of or failure to timely comply with its obligations
                under this Agreement (unless and to the extent that any such negligence,
                action or failure to act is by any Seconded TXUED Personnel or other
                TXUED
                Personnel performing activities under the direction or management
                of
                Vendor or Vendor Personnel), (ii) Software, Equipment or Systems
                for which
                TXUED or TXUED Third Party Contractors have operational responsibility
                or
                (iii) Vendor’s compliance with specific instructions of TXUED or TXUED
                Third Party Contractors.  Vendor agrees to timely notify TXUED of
                such event and its inability to perform under such circumstances
                to the
                extent Vendor is aware thereof. To the extent such non-performance
                has not
                occurred, Vendor agrees to provide TXUED with every reasonable opportunity
                to correct such event and thereby avoid such Vendor non-performance.
                Vendor shall use commercially reasonable efforts to perform the Services
                notwithstanding such events. Any Material Change resulting from the
                acts,
                omissions and other matters described in clauses (i) through (iii)
                of this
                Section shall be addressed through the Change Control
                Process.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              10.

            	
              CHARGES
                

            


    

     

    
      	
              10.1

            	
              General.

            


    

     

    
      	 	
              (a)

            	
              Payment
                of Charges.
                In consideration of Vendor’s performance of the Services, TXUED agrees to
                pay Vendor the applicable Charges set forth in Exhibit
                11.

            


    

     

    
      	 	
              (b)

            	
              No
                Additional Charges.
                TXUED shall not pay any charges, fees or other amounts for the Services
                in
                addition to those set forth in this Agreement. Any costs incurred
                by
                Vendor prior to the Services Agreement Commencement Date are included
                in
                the Charges and shall not be separately paid or reimbursed by
                TXUED.

            


    

     

    
      	 	
              (c)

            	
              Reserved.

            


    

     

    
      	 	
              (d)

            	
              Eligible
                Recipient Services.
                To the extent a designated Eligible Recipient will receive less than
                all
                of the Services, TXUED shall identify in advance the Services to
                be
                provided by Vendor to such Eligible Recipient. In the event of a
                transaction described in Subsection (c) or (d) of the definition
                of
                Eligible Recipient, TXUED may elect, on behalf of the Eligible Recipient
                in question, either (i) that such Eligible Recipient shall continue
                to obtain some or all of the Services subject to and in accordance
                with
                this Agreement for the remainder of the term of the applicable Services
                Agreement, or (ii) that the Eligible Recipient shall cease to receive
                some or all of the Services as of a specified date, subject to its
                receipt
                of Termination Assistance Services pursuant to Section 4.2.

            


    

     

    
      	 	
              (e)

            	
              Transition
                Charges.
                

            


    

     

    
      	 	
              (i)

            	
              Upon
                Vendor’s request during the Transition Period, TXUED shall cause its
                Affiliate, TXU Electric Delivery Property LLC, to enter into contracts
                with third parties (including, potentially, Affiliates of Vendor)
                that are
                determined necessary by Vendor for the provision of the Transition
                Services; provided that: (1) the aggregate amount of fees paid by
                such
                TXUED Affiliate under such contracts and otherwise for Vendor’s
                re-branding of Resources, relocation of employees and employee benefit
                plan designs, in each case prior to the Services Agreement Commencement
                Date for the Field Services Agreement, shall not exceed three million,
                one-hundred thousand dollars ($3,100,000) (the “Early
                Transition Payments”);
                and (2) the aggregate amount of fees paid by such TXUED Affiliate
                under
                such contracts for actual incremental costs and expenses that are
                directly
                incurred by Vendor and/or such TXUED Affiliate in order to (A) integrate
                Vendor’s Systems with TXUED’s Systems, (B) modify or replace Vendor’s
                owned or licensed Software and (C) develop new Software, in each
                case as
                necessary to transition the Services to Vendor and for Vendor to
                perform
                the Services, in the aggregate, prior to the Services Agreement
                Commencement Date for the Field Services Agreement shall not exceed
                eight
                million dollars ($8,000,000) (the “IT
                Payments”).
                Vendor shall cause its Affiliate, InfrastruX Group,
                Inc., to provide any reasonable cooperation and support (including
                with
                regard to negotiations) requested by TXUED or such TXUED Affiliate
                in
                connection therewith. The Parties shall cooperate to cause the contracts
                contemplated by this Section
                10.1(e)(i)
                to
                be managed and administered in a manner agreed to by the Parties.
                

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (ii)

            	
              Upon
                the Services Agreement Commencement Date for the Field Services Agreement,
                TXUED shall pay Vendor an amount equal to four million, one-hundred
                thousand dollars ($4,100,000) minus
                the total of all Early Transition Payments (the “Vendor
                Transition Payment”)
                in consideration of Vendor’s cost to achieve the Transition Services under
                this Agreement, including incentive payments and severance payments
                made
                by Vendor to Transitioned Employees in order to mitigate any negative
                impact (if any) of transition, relocation and/or severance upon such
                personnel, Vendor’s re-branding of Resources, relocation of the Transition
                Employees, and benefit plan designs.


            


    

     

    
      	 	
              (iii)

            	
              In
                addition, commencing on the Services Agreement Commencement Date,
                TXUED
                shall reimburse Vendor for the reasonable actual incremental costs
                and
                expenses that are directly incurred by Vendor in order to (i) integrate
                Vendor’s Systems with TXUED’s Systems, (ii) modify or replace Vendor’s
                owned or licensed Software and (iii) develop new Software, in each
                case as
                necessary to transition the Services to Vendor and for Vendor to
                perform
                the Services; provided, however, that unless otherwise agreed to
                by TXUED,
                TXUED shall not be obligated to reimburse more than eight million
                dollars
                ($8,000,000) in the aggregate minus
                the total of all IT Payments. The Parties acknowledge and agree that
                amounts paid to Vendor pursuant to this Section 10.1(e)
                shall be earned by Vendor when so
                paid.

            


    

     

    
      	
              10.2

            	
              Pass-Through
                Expenses.
                TXUED shall pay all Pass-Through Expenses directly to the applicable
                suppliers following review, validation and approval of such Pass-Through
                Expenses by Vendor. Before submitting an invoice to TXUED for any
                Pass-Through Expense, Vendor shall (i) review and validate the
                invoiced charges, (ii) identify any errors or omissions and
                (iii) communicate with the applicable supplier to correct any errors
                or omissions, resolve any questions or issues and obtain any applicable
                credits for TXUED. Vendor shall deliver to TXUED the original supplier
                invoice, together with any documentation supporting such invoice
                and a
                statement that Vendor has reviewed and validated the invoiced charges,
                within ten (10) calendar days after Vendor’s receipt thereof, or if
                earlier, at least three (3) days prior to the date on which payment
                is due
                if such invoice was received by Vendor at least ten (10) days prior
                to
                such due date. In addition, if the supplier offers a discount for
                payment
                prior to a specified date, Vendor shall deliver such invoice and
                associated documentation to TXUED at least ten (10) days prior to
                such
                date, but no earlier than three (3) days after Vendor’s receipt of such
                invoice. To the extent Vendor fails to comply with its obligations
                hereunder, it shall be financially responsible for any discounts
                actually
                lost or any late fees or interest charges actually paid by TXUED
                and in
                addition, to the extent Vendor fails to process any invoice in accordance
                with this provision, it shall be financially responsible for any
                penalties
                associated with late payment with respect to such invoiced amounts
                actually paid by TXUED, provided that in each such case TXUED notified
                Vendor of the importance of processing the applicable Pass-Through
                Expense
                in a timely manner and accordance with the underlying invoice
                terms.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              10.3

            	
              Incidental
                Expenses.
                Vendor acknowledges that, except as otherwise expressly provided
                in this
                Agreement, all charges, fees, expenses and other amounts (in each
                case
                whether internal or in respect of third parties) that Vendor incurs
                in
                performing the Services and complying with this Agreement are included
                in
                the Charges. Accordingly, such charges, fees, expenses and amounts
                shall
                not be separately paid or reimbursed by
                TXUED.

            


    

     

    
      	
              10.4

            	
              Taxes.
                The Parties’ respective responsibilities for taxes arising under or in
                connection with this Agreement shall be as
                follows:

            


    

     

    
      	 	
              (a)

            	
              Income
                Taxes. Each
                Party shall be responsible for its own Income
                Taxes.

            


    

     

    
      	 	
              (b)

            	
              Sales,
                Use and Property Taxes. Each
                Party shall be responsible for any sales, lease, use, personal property,
                stamp, duty or other such taxes on Resources or property it owns
                or leases
                from a third party, including any lease assigned pursuant to this
                Agreement, and/or for which it is financially responsible under this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Taxes
                on Goods or Services Used by Vendor. Except
                to the extent included in Pass-Through Expenses, Vendor shall be
                responsible for all sales, service, value-added, lease, use, personal
                property, excise, consumption and other taxes and duties, including
                VAT,
                payable by Vendor on any goods or services used or consumed by Vendor
                in
                providing the Services (including services obtained from Subcontractors)
                where the tax is imposed on Vendor’s acquisition or use of such goods or
                services and the amount of tax is measured by Vendor’s cost of acquiring
                or procuring such goods or services and not by TXUED’s cost of acquiring
                such goods or services from Vendor.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (d)

            	
              Existing
                Service Taxes.
                Except as otherwise expressly set forth in Exhibit
                11,
                Vendor shall be responsible for all Service Taxes in effect as of
                the
                Master Agreement Effective Date.

            


    

     

    
      	 	
              (e)

            	
              Responsibility
                for and Notice of New Taxes.
                TXUED shall be responsible for any and all new Service Taxes (including
                increases in existing Service Taxes) that come into effect after
                January
                1, 2005, and Vendor may pass-through to TXUED and TXUED shall be
                responsible for the amounts of any new or increased taxes or other
                charges
                of the types described in Sections
                10.4(b)
                and 10.4(c)
                arising by operation of a change in Law after January 1, 2005. The
                administration of such matters as between the Parties shall be addressed
                through the Change Control Process. Vendor shall promptly notify
                TXUED
                when it becomes aware of any new taxes or other charges (including
                changes
                to existing taxes or charges) to be passed through and/or collected
                by
                TXUED under this Section. Such notification (which must be separate
                from
                the first invoice reflecting such taxes or other charges, if applicable)
                shall contain a detailed explanation of such taxes or charges, including
                the effective date of each new tax or
                charge.

            


    

     

    
      	 	
              (f)

            	
              Efforts
                to Minimize Taxes.
                The Parties agree to cooperate fully with each other to enable each
                other
                to more accurately determine its own tax liability and to minimize
                such
                liability to the extent legally permissible. Vendor’s invoices shall
                separately state the Charges that are subject to taxation and the
                amount
                of taxes included therein. Each Party will provide and make available
                to
                the other any resale certificates, information regarding out-of-state
                or
                out-of-country sales or use of equipment, materials, or services,
                and
                other exemption certificates or information reasonably requested
                by either
                Party. At TXUED’s request, Vendor shall provide TXUED with
                (i) written certification signed by a senior executive of Vendor
                confirming that Vendor has filed all required tax forms and returns
                required in connection with any Service Taxes collected from TXUED,
                and
                has collected and remitted all applicable Service Taxes, and
                (ii) such other information pertaining to applicable Taxes as TXUED
                may reasonably request.

            


    

     

    
      	 	
              (g)

            	
              Tax
                Audits or Proceedings.

            


    

     

    
      	 	
              (i)

            	
              The
                provisions of this Section 10.4(g)(i)
                shall apply with respect to any audit, proceeding or claim by any
                Tax
                Authority that relates to taxes assessed by such Tax Authority for
                which
                the other Party is financially responsible and that relates solely
                to such
                other Party and, with respect to Vendor, does not involve claims
                for taxes
                assessed in connection with any other customer of Vendor. Each Party
                shall
                promptly notify the other Party of, and coordinate with the other
                Party,
                the response to and settlement of, any claim for Tax Authorities
                for which
                the other Party is financially responsible under this Agreement.
                With
                respect to any claim arising out of a form or return signed by a
                Party to
                this Agreement, such Party will have the right to elect to control
                the
                response to and settlement of the claim, but the other Party will
                have all
                rights to participate in the responses and settlements commensurate
                with
                its potential responsibilities or liabilities. Each Party also shall
                have
                the right to challenge the imposition of any tax liability for which
                it is
                financially responsible under this Agreement or, if necessary, to
                direct
                the other Party to challenge the imposition of any such tax liability.
                If
                either Party requests the other to challenge the imposition of any
                tax
                liability, such other Party shall do so (unless and to the extent
                it
                assumes financial responsibility for the tax liability in question),
                and
                the requesting Party shall reimburse the other for all fines, penalties,
                interest, additions to taxes or similar liabilities imposed in connection
                therewith, plus the reasonable legal, accounting and other professional
                fees and expenses it incurs. Each Party shall be entitled to any
                tax
                refunds or rebates obtained with respect to the taxes for which such
                Party
                is financially responsible under this
                Agreement.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (ii)

            	
              The
                provisions of this Section 10.4(g)(ii)
                shall apply to any audit, proceeding or claim by any Tax Authority
                that
                relates to a type of tax (e.g., a Service Tax) assessed by such Tax
                Authority to one Party for which the other Party is financially
                responsible under this Agreement and for which Vendor or other Vendor
                customers are also financially responsible in other similar transactions.
                Each Party shall promptly notify the other of any claim for taxes
                assessed
                by applicable Tax Authorities for which the other Party is responsible
                under this Agreement. Each Party shall provide any information related
                to
                such claim reasonably requested by the other Party. If either Party
                has a
                reasonable basis for a challenge and requests the other to so challenge
                the imposition of any tax liability, such other Party shall do so
                (unless
                and to the extent it assumes financial responsibility for the tax
                liability in question), and the requesting Party shall reimburse
                the other
                for all reasonable legal, accounting or other professional fees and
                expenses it incurs in such challenge. In addition, neither Party
                shall
                enter into a settlement of any tax liability that creates a binding
                financial obligation for the other Party without the other Party’s
                approval, which shall not be unreasonably withheld; provided that
                the
                other Party assumes financial liability for any interest, penalties
                or
                fines which accrue on the claimed amount, and provided further that
                this
                Subsection (ii) shall not limit Vendor’s right or ability to settle
                similar claims related to other customers or amounts for which Vendor
                has
                financial responsibility. Each Party shall be entitled to any tax
                refunds
                or rebates obtained with respect to taxes for which such Party is
                financially responsible under this
                Agreement.

            


    

     

    
      	 	
              (h)

            	
              Tax
                Filings.
                Each Party represents, warrants and covenants that it will file
                appropriate tax returns, and pay applicable taxes owed arising from
                or
                related to the provision of the Services in applicable jurisdictions.
                Vendor represents, warrants and covenants that it is registered to
                and
                will collect and remit Service Taxes in all applicable
                jurisdictions.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              10.5

            	
              New
                Services.

            


    

     

    
      	 	
              (a)

            	
              Procedures.
                TXUED may request that Vendor submit proposals for Vendor’s provision of
                New Services. Vendor shall not be required to submit any such proposal
                unless the New Services are (1) generally provided by Vendor, (2)
                required
                by Law or (3) reasonably related to the Services and will be performed
                within TXUED’s service territory as such service territory exists on the
                Master Agreement Effective Date or within a reasonable geographic
                proximity to such service territory, in which case Vendor shall promptly
                prepare a New Services proposal for TXUED’s consideration. Unless
                otherwise agreed by the Parties, Vendor shall prepare New Services
                proposals at no additional charge to TXUED and shall use commercially
                reasonable efforts to deliver New Services proposals to TXUED within
                thirty (30) days of its receipt of TXUED’s request or more quickly in the
                case of a pressing business need or an emergency situation. TXUED
                shall
                timely provide such information as Vendor reasonably requests in
                order to
                prepare New Service proposals.  Vendor’s
                New Services proposals shall include the following at a level of
                detail
                sufficient to permit TXUED to make an informed business decision:
                (i) a project plan and fixed price or price estimate for the New
                Service, (ii) a breakdown of such price or estimate, (iii) any
                efficiency or productivity improvements that such New Service shall
                enable
                in Vendor’s performance and/or TXUED’s receipt and use of the Services,
                (iv) a description of the service levels to be associated with such
                New Service, (v) a schedule for commencing and completing the New
                Service, (vi) a description of any new Resources to be provided by
                Vendor in connection with the New Service, (vii) a description of any
                Resources necessary to provide the New Service and (viii) any
                additional facilities or labor resources to be provided by TXUED
                in
                connection with the proposed New Service. TXUED may accept or reject
                any
                New Services proposal in its sole discretion and Vendor shall not
                be
                obligated to perform any New Services to the extent the applicable
                proposal is rejected. TXUED’s acceptance of a New Services proposal shall
                only be valid and binding on TXUED if approved in writing by the
                TXUED
                Account Executive. Unless the Parties otherwise agree, if TXUED accepts
                Vendor’s proposal, Vendor will perform the New Services and be paid in
                accordance with the proposal submitted by Vendor and the provisions
                of
                this Agreement. Upon TXUED’s acceptance of a Vendor proposal for New
                Services, the scope of the Services will be expanded and the applicable
                Services Agreement will be modified to include such New Services.
                Notwithstanding any provision to the contrary, (i) Vendor shall act
                reasonably and in good faith in formulating such pricing proposal,
                (ii) Vendor shall identify potential means of reducing the cost to
                TXUED, including utilizing Subcontractors as and to the extent appropriate
                and (iii) such pricing proposal shall comply with the terms of
                Section
                10.8.

            


    

     

    
      	 	
              (b)

            	
              Use
                of Third Parties.
                TXUED may elect to solicit and receive bids from third parties to
                perform
                any New Services. If TXUED elects to use third parties to perform
                New
                Services, (i) such New Services shall not be deemed “Services” under
                this Agreement, and (ii) Vendor shall cooperate with such third
                parties as provided in Section 4.3(b).

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (c)

            	
              Services
                Evolution and Modification.
                The Parties anticipate that the Services will evolve and be supplemented,
                modified, enhanced or replaced over time to keep pace with technological
                and process advancements and improvements in the methods of performing
                and
                delivering services and the changes in the businesses of TXUED. The
                Parties acknowledge and agree that these changes will modify the
                Services
                and will not be deemed to result in New Services unless the changed
                services meet the definition of New Services, in which case Vendor
                shall
                have the right to produce a proposal for TXUED to provide such New
                Services.

            


    

     

    
      	 	
              (d)

            	
              End
                User and Eligible Recipient Requests. Vendor
                will promptly inform the TXUED Account Executive of any requests
                for New
                Services, and subject to the provisions of Subsection (a) above,
                shall
                submit any proposals for New Services to the TXUED Account Executive.
                Vendor shall not agree to provide New Services without the prior
                written
                approval of the TXUED Account Executive. If Vendor fails to comply
                strictly with this Section 10.5(d),
                it shall receive no compensation for any services rendered to any
                person
                or entity.

            


    

     

    
      	 	
              (e)

            	
              Efforts
                to Reduce Costs and Charges.
                TXUED may request that the Parties work together to identify ways
                to
                achieve reductions in the cost of service delivery and corresponding
                reductions in the Charges to be paid by TXUED by modifying or reducing
                the
                nature or scope of the Services, the applicable Service Levels or
                other
                contract requirements. If requested by TXUED, Vendor shall promptly
                prepare a proposal at a level of detail sufficient to permit TXUED
                to make
                an informed business decision identifying all viable means of achieving
                the desired reductions without adversely impacting business objectives
                or
                requirements identified by TXUED. In preparing such a proposal, Vendor
                shall give reasonable consideration to any means of achieving such
                reductions proposed by TXUED, Vendor shall negotiate in good faith
                with
                TXUED about each requested reduction in Charges and shall identify
                to
                TXUED if and to what extent the cost of service delivery may be reduced
                by
                implementing various changes in this Agreement. TXUED shall not be
                obligated to accept or implement any proposal, and Vendor shall not
                be
                obligated to implement any change that affects the terms of this
                Agreement
                unless and until such change is reflected in a written amendment
                to this
                Agreement.

            


    

     

    
      	
              10.6

            	
              Proration.
                Periodic charges under this Agreement are to be computed on a calendar
                month basis, and shall be prorated for any partial month on a calendar
                day
                basis.

            


    

     

    
      	
              10.7

            	
              Refundable
                Items.

            


    

     

    If
      either
      Party should receive a refund, credit, discount or other rebate for goods or
      services paid by the other Party, the recipient Party shall (i) notify the
      other Party of such refund, credit, discount or rebate and (ii) pay the
      full amount of such refund, credit, discount or rebate to the other
      Party.

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              10.8

            	***


    

     

    
      	
              11.

            	
              INVOICING
                AND PAYMENT 

            


    

     

    
      	
              11.1

            	
              Invoicing.
                

            


    

     

    
      	 	
              (a)

            	
              Invoice.
                Following the Services Agreement Commencement Date for each Services
                Agreement, Vendor shall present invoices to TXUED twice each month
                for any
                Charges due and owing under that Services Agreement for the preceding
                period (the “Bi-Monthly
                Invoice”),
                including the Base Services Charges and any ARCs and RRCs. Each Bi-Monthly
                Invoice shall be presented by Vendor to TXUED within five (5) days
                after
                the first (1st)
                and fifteenth (15th)
                day of each month. Each Bi-Monthly invoice shall be delivered to
                TXUED, at
                its request, at the address(es) listed in Section
                19.3
                and/or electronically. Except as otherwise expressly permitted in
                Exhibit 11,
                Vendor shall not invoice TXUED for any advance or concurrent charges
                or
                other amounts.

            


    

     

    
      	 	
              (b)

            	
              Payment.
                Subject to the other provisions of this Article
                11,
                each Bi-Monthly Invoice shall be due and payable within fifteen (15)
                days
                after receipt by TXUED of such Bi-Monthly Invoice unless the amount
                in
                question is disputed in accordance with Section
                11.4.
                

            


    

     

    
      	 	
              (c)

            	
              Form
                and Data.
                At TXUED’s request, Vendor shall provide separate Bi-Monthly Invoices for
                each Eligible Recipient then receiving Services, allocated among
                such
                Eligible Recipients based on the chargeback data generated by Vendor
                and/or the allocation formula provided by TXUED. Each invoice shall
                (i) comply with all applicable legal, regulatory and accounting
                requirements and (ii) allow TXUED to validate volumes and fees. Upon
                TXUED’s request, Vendor shall within seven (7) days provide TXUED with
                information and data to permit TXUED to chargeback internally to
                the same
                organizational level and at the same level of detail in use by TXUED
                as of
                the Services Agreement Commencement Date as has been communicated
                by TXUED
                to Vendor. Each invoice shall include the pricing calculations and
                related
                data utilized to establish the Charges. The data underlying each
                invoice
                shall be delivered to TXUED electronically in a form and format compatible
                with TXUED’s accounting systems.

            


    

     

     

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

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (d)

            	
              Credits.
                To the extent a credit may be due to TXUED pursuant to this Agreement,
                Vendor shall provide TXUED with an appropriate credit against amounts
                then
                due and owing; if no further payments are due to Vendor, Vendor shall
                pay
                such amounts to TXUED within fifteen (15) days of the date of Vendor’s
                final invoice.

            


    

     

    
      	 	
              (e)

            	
              Time
                Limitation.
                If Vendor fails to provide an invoice (other than with respect to
                Pass-Through Expenses) to TXUED for any amount within one hundred
                eighty
                (180) days after the month in which the Services in question are
                rendered
                or the expense incurred, Vendor shall waive all rights it may otherwise
                have to invoice for and collect such
                amount.

            


    

     

    
      	
              11.2

            	
              Payment
                Due.
                Any undisputed amounts due under this Agreement for which a time
                of
                payment is not otherwise specified shall be due and payable within
                fifteen
                (15) days of the receipt of a proper invoice by TXUED. 
                Any late payments shall be subject to interest from the date on which
                payment was due at the then current rate set by Citibank, N.A. as
                its
                prime lending rate plus two (2) percent per annum. Additionally,
                in the
                case of each Bi-Monthly Invoice, if any undisputed amount thereof
                is not
                paid by the date due under Section 11.1(b), then, from and after
                the date
                of notice from Vendor to TXUED stating that such amount is overdue,
                such
                amount shall be subject to interest from and including the date of
                such
                notice to and including the actual date of payment at the lesser
                of (i)
                the then current rate set by Citibank, N.A. as its prime lending
                rate plus
                ten percent (10%), per annum (ii) or the highest interest rate permitted
                by applicable law.

            


    

     

    
      	
              11.3

            	
              Set
                Off.
                With respect to any amount to be paid or reimbursed by either Party
                under
                a particular Services Agreement, such Party may set off against such
                amount any amount that the other Party is obligated to pay or credit
                such
                Party under the applicable Services
                Agreement.

            


    

     

    
      	
              11.4

            	
              Disputed
                Charges.
                TXUED may only withhold payment of relevant portions of the Charges
                if
                TXUED reasonably disputes such portions of the Charges in good faith
                subject to the following:

            


    

     

    
      	 	
              (a)

            	
              Description
                and Explanation.
                TXUED shall notify Vendor and provide a description of the particular
                Charges in dispute and an explanation of the reason why TXUED disputes
                such Charges.

            


    

     

    
      	 	
              (b)

            	
              Continued
                Performance.
                If TXUED has withheld payment in accordance with the provisions of
                this
                Section, each Party agrees to continue performing its obligations
                under
                this Agreement while the applicable dispute is being resolved unless
                and
                until such obligations are terminated by the termination or expiration
                of
                this Agreement.

            


    

     

    
      	 	
              (c)

            	
              Resolutions
                of Disputed Amounts and Incorrect Invoices.
                Upon resolution of a dispute regarding disputed Charges or inaccurate
                invoices, (i) TXUED shall promptly pay to Vendor any such Charges
                determined to be due to Vendor together with interest from the date
                originally due at the then current rate set by Citibank, N.A. as
                its prime
                lending rate plus two (2) percent per annum and (ii) Vendor shall
                promptly
                pay to TXUED an amount equal to (x) the dollar amount of inaccuracies
                on
                the invoice multiplied
                by
                (y) the then current rate set by Citibank, N.A. as its prime lending
                rate
                plus two (2) percent per annum.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (d)

            	
              No
                Waiver.
                Neither the failure to dispute any Charges or amounts prior to payment
                nor
                the failure to withhold any amount shall constitute, operate or be
                construed as a waiver of any right TXUED may otherwise have to dispute
                any
                Charge or amount or recover any amount previously
                paid.

            


    

     

    
      	
              12.

            	
              TXUED
                DATA AND OTHER PROPRIETARY
                INFORMATION

            


    

     

    
      	
              12.1

            	
              TXUED
                Ownership of TXUED Data.
                TXUED Data are and shall remain the property of TXUED and Vendor
                shall not
                possess or assert any lien or other interest, title or right in,
                to or
                under any TXUED Data. Vendor shall promptly deliver TXUED Data (or
                the
                portion of such TXUED Data specified by TXUED) to TXUED in the format
                and
                on the media on which such TXUED Data is held or contained by Vendor
                in
                accordance with this Agreement (i) at any time at TXUED’s request,
                (ii) at the end of the term of each applicable Services Agreement and
                the completion of all requested Termination Assistance Services or
                (iii) with respect to particular TXUED Data, at such earlier date
                that such data are no longer required by Vendor to perform the Services.
                Thereafter, Vendor shall return or destroy, as directed by TXUED,
                all
                copies of the TXUED Data in Vendor’s possession or under Vendor’s control
                within ten (10) days and deliver to TXUED written certification of
                such
                return or destruction signed by a senior executive of Vendor. TXUED
                Data
                shall not be utilized by Vendor for any purpose other than the performance
                of Services and shall not be sold, assigned, leased, commercially
                exploited or otherwise provided to third parties by or on behalf
                of Vendor
                or any Vendor Personnel, but may, subject to TXUED’s prior approval, be
                blended or aggregated with Vendor’s other customers’ data to develop
                benchmarks and for other research and development activities (provided
                that Vendor shall not disclose to any other person or Entity that
                portion
                of TXUED Data that specifically identifies TXUED, TXUED’s customers,
                officers, directors, employees, agents or representatives or any
                personally identifiable information of any such persons. Notwithstanding
                any other provision of this Agreement, Vendor shall not undertake
                or
                engage in any activity with respect to any TXUED Personal Data which
                would, under applicable Privacy Laws, constitute Vendor’s functioning in
                the capacity of a “controller,” as such capacity may be identified and
                defined in the respective applicable Privacy Laws and Vendor shall
                promptly notify TXUED if it believes that any use of TXUED Data by
                Vendor
                contemplated under this Agreement or to be undertaken as part of
                the
                Services would, under applicable Privacy Laws, constitute Vendor
                so
                functioning in the capacity of a
“controller.”

            


    

     

    
      	
              12.2

            	
              Safeguarding
                TXUED Data.

            


    

     

    
      	 	
              (a)

            	
              Safeguarding
                Procedures. Vendor
                shall establish and maintain environmental, safety and facility
                procedures, data security procedures and other safeguards against
                the
                destruction, loss or unauthorized access, use or alteration of TXUED
                Data
                in the possession of Vendor which are (i) no less rigorous than those
                maintained by TXUED as of the applicable Services Agreement Commencement
                Date (or implemented by TXUED in the future to the extent deemed
                necessary
                by TXUED), as the same may be amended or modified from time to time,
                and
                (ii) adequate to meet the requirements of TXUED’s then current
                records retention policy. Vendor will revise and maintain such procedures
                and safeguards upon TXUED’s request, and any Material Change resulting
                from additions or modifications to such procedures or safeguards
                shall be
                addressed through the Change Control Process. TXUED shall have the
                right
                to establish backup security for TXUED Data and to keep in its possession
                backup copies of TXUED Data at TXUED’s expense. Vendor shall remove all
                TXUED Data from any of its media, or media for which it is operationally
                responsible, taken out of service and shall destroy or securely erase
                such
                media in accordance with the Policy and Procedures Manual. No media
                on
                which TXUED Data is stored may be used or re-used to store data of
                any
                other customer of Vendor or to deliver data to a third party, including
                another Vendor customer, unless securely erased in accordance with
                the
                Policy and Procedures Manual. In the event Vendor discovers or is
                notified
                of a breach or potential breach of security relating to TXUED Data,
                Vendor
                shall (i) immediately notify TXUED of such breach or potential breach
                and perform a Root Cause Analysis thereon, (ii) investigate such
                breach or potential breach, (iii) if the breach is attributable to
                Vendor, remediate the effects of such breach or potential breach
                and
                (iv) if the breach is attributable to Vendor, provide TXUED with such
                assurances as TXUED shall request that such breach or potential breach
                will not recur.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

    

     

    
      	 	
              (b)

            	
              Reconstruction
                Procedures.
                Vendor shall be responsible for developing and maintaining procedures
                for
                the reconstruction of destroyed, lost or altered TXUED Data which
                are (i)
                no less rigorous than those maintained by TXUED as of the applicable
                Services Agreement Commencement Date and (ii) no less rigorous than
                those
                maintained by Vendor for its own and other customers’ information of a
                similar nature as the same may be amended and modified from time
                to
                time.

            


    

     

    
      	 	
              (c)

            	
              Corrections.
                Vendor shall correct all TXUED Data that is or was used by Vendor
                or in
                its possession or under its control that is altered or that becomes
                inaccurate after the Master Agreement Effective Date; provided that
                any
                such alteration or inaccuracy caused by TXUED or that existed prior
                to the
                Master Agreement Effective Date shall be corrected by Vendor at TXUED's
                expense.

            


    

     

    
      	 	
              (d)

            	
              Restoration.
                Vendor
                shall restore all TXUED Data that is destroyed or becomes lost after
                the
                applicable Services Agreement Commencement Date (other than in the
                instances in which the Parties reasonably agree that it would be
                impracticable to restore such TXUED Data); provided that any destruction
                or loss caused by TXUED or that existed prior to the applicable Services
                Agreement Commencement Date shall be corrected by Vendor at TXUED's
                expense.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              12.3

            	
              Confidentiality.

            


    

     

    
      	 	
              (a)

            	
              Proprietary
                Information.
                Vendor and TXUED each acknowledge that the other possesses and will
                continue to possess information that has been developed or received
                by it,
                has commercial value in its or its customers’ businesses and is not
                generally available to the public. Except as otherwise specifically
                agreed
                in writing by the Parties, “Proprietary
                Information”
                shall mean (i) this Agreement and the terms hereof, (ii) all
                information marked confidential, restricted or proprietary by either
                Party
                and (iii) any other information that is treated as confidential by
                the disclosing Party and would reasonably be understood to be
                confidential, whether or not so marked. In the case of TXUED, Proprietary
                Information also shall include TXUED Data, attorney-client privileged
                materials, attorney work product, customer lists, customer contracts,
                customer information, rates and pricing, information with respect
                to
                competitors, strategic plans, account information, rate case strategies,
                research information, chemical formulae, product formulations, plant
                and
                equipment design information, catalyst information, information that
                contains trade secrets, financial/accounting information (including
                assets, expenditures, mergers, acquisitions, divestitures, billings
                collections, revenues and finances), human resources and personnel
                information, marketing/sales information, information regarding
                businesses, plans, operations, third party contracts, licenses, internal
                or external audits, law suits, regulatory compliance or other information
                or data, but only to the extent it is obtained, received, transmitted,
                processed, stored, archived, or maintained by Vendor strictly for
                use
                under this Agreement. By way of example, TXUED’s Proprietary Information
                shall include plans for changes in TXUED Facilities, Business Units
                and
                product lines, plans for business mergers, acquisitions or divestitures,
                rate information, plans for the development and marketing of new
                products,
                financial forecasts and budgets, technical proprietary information,
                employee lists and company telephone or e-mail directories. In the
                case of
                Vendor, Proprietary Information shall include Vendor Data, data,
                financial
                information, account information, information regarding Vendor’s business
                plans and operations and proprietary software, tools and methodologies
                owned by Vendor and used in the performance of the Services, plans
                for
                changes in Vendor’s facilities, Business Units and product lines, plans
                for business mergers, acquisitions or divestitures, plans for the
                development and marketing of new products, financial forecasts and
                budgets, technical proprietary information, employee lists and company
                telephone or e-mail directories. Each Party’s Proprietary Information
                shall remain the property of such
                Party.

            


    

     

    
      	 	
              (b)

            	
              Obligations.

            


    

     

    
      	 	
              (i)

            	
              During
                the Term and at all times thereafter subject to Section 12.3(f),
                Vendor and TXUED shall not disclose, and shall maintain the
                confidentiality of, all Proprietary Information of the other Party.
                TXUED
                and Vendor shall each use at least the same degree of care to safeguard
                and to prevent disclosing to third parties the Proprietary Information
                of
                the other as it employs to avoid unauthorized disclosure, publication,
                dissemination, use, destruction, loss or alteration of its own information
                (or information of its customers) of a similar nature, but not less
                than
                reasonable care. Each Party’s personnel shall have access to the other
                Party’s Proprietary Information only to the extent necessary for such
                person to perform his or her obligations under or with respect to
                this
                Agreement or as otherwise naturally occurs in such person’s scope of
                responsibility, provided that such access is not in violation of
                Law.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (ii)

            	
              The
                Parties may disclose Proprietary Information to their Affiliates
                (except
                where prohibited by TXUED Rules or Vendor’s rules of which TXUED has been
                made aware), auditors, attorneys, accountants, consultants, contractors,
                subcontractors and other professional advisors, where (A) use by
                such
                person or entity is authorized under this Agreement or (B) such
                disclosure is necessary for the performance of such person’s or entity’s
                obligations under or with respect to this Agreement (including in
                furtherance of the preservation or exercise of the rights, remedies
                and
                privileges of a Party) or otherwise naturally occurs in such person’s or
                entity’s scope of responsibility. The disclosing Party shall be
                responsible for the acts or omissions of such person or entity and
                shall
                take all necessary steps to ensure that the Proprietary Information
                is not
                disclosed or used in contravention of this Agreement. Any disclosure
                to
                such person or entity shall be under the terms and conditions as
                provided
                herein.

            


    

     

    
      	 	
              (iii)

            	
              Neither
                Party shall (A) make any use or copies of the Proprietary Information
                of
                the other Party except as contemplated by this Agreement, (B) acquire
                any right, title or interest in, to or under or assert any lien against
                the Proprietary Information of the other Party, (C) sell, assign,
                transfer, lease, or otherwise dispose of Proprietary Information
                to third
                parties or commercially exploit such information, including through
                Derivative Works or (D) refuse for any reason (including a default
                or
                material breach of this Agreement by the other Party) to promptly
                provide
                the other Party’s Proprietary Information (including copies thereof) to
                the other Party if requested to do so. Upon expiration or any termination
                of this Agreement and completion of each Party’s obligations under this
                Agreement, each Party shall return or destroy, as the other Party
                may
                direct, all documentation in any medium that contains, refers to
                or
                relates to the other Party’s Proprietary Information within thirty (30)
                days. Each Party shall deliver to the other Party written certification
                of
                its compliance with the preceding sentence signed by a senior executive
                of
                such Party. In addition, each Party shall take all necessary steps
                to
                ensure that its employees comply with these confidentiality
                provisions.

            


    

     

    
      	 	
              (c)

            	
              Exclusions.
                Section 12.3(b)
                shall not apply to any particular information which the receiving
                Party
                can demonstrate: (i) is, at the time of disclosure to it, generally
                available to the public other than through a breach of the receiving
                Party’s or a third party’s confidentiality obligations, (ii) after
                disclosure to it, is published by the disclosing Party or otherwise
                becomes generally available to the public other than through a breach
                of
                the receiving Party’s or a third party’s confidentiality obligations,
                (iii) is lawfully in the possession of the receiving Party at the
                time of disclosure to it, (iv) is received from a third party having
                a lawful right to disclose such information or (v) is independently
                developed by the receiving Party without reference to Proprietary
                Information of the disclosing Party. Information disclosed hereunder
                and
                any combination of features thereof shall not be deemed to be within
                the
                foregoing exceptions merely because such information or any combination
                of
                the individual features thereof are embraced by more general information
                in the public knowledge or literature. In addition, the receiving
                Party
                shall not be considered to have breached its obligations under this
                Section for disclosing Proprietary Information of the other Party
                as
                required, in the opinion of legal counsel, to satisfy any legal
                requirement of a competent government body, provided that promptly
                upon
                receiving any such request such Party, to the extent it may legally
                do so,
                advises the other Party of the Proprietary Information to be disclosed
                and
                the identity of the third party requiring such disclosure prior to
                making
                such disclosure in order that the other Party may interpose an objection
                to such disclosure, take action to assure confidential handling of
                the
                Proprietary Information or take such other action as it deems appropriate
                to protect the Proprietary Information. The receiving Party shall
                use
                commercially reasonable efforts to cooperate with the disclosing
                Party in
                its efforts to seek a protective order or other appropriate remedy
                or in
                the event such protective order or other remedy is not obtained,
                to obtain
                assurance that confidential treatment will be accorded such Proprietary
                Information.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (d)

            	
              Misuse
                of Proprietary Information.
                Each Party shall (i) immediately notify the other Party of any
                possession, use, knowledge, disclosure, publication, dissemination,
                alteration or loss of such other Party’s Proprietary Information in
                contravention of this Agreement, (ii) promptly furnish to the other
                Party all known details and assist such other Party in investigating
                and/or preventing the reoccurrence thereof, (iii) cooperate with the
                other Party in any investigation or litigation deemed necessary by
                such
                other Party to protect its rights and (iv) promptly use all
                commercially reasonable efforts to prevent further possession, use,
                knowledge, disclosure, publication, dissemination, alteration or
                loss of
                Proprietary Information in contravention of this Agreement. Each
                Party
                shall bear any costs it incurs in complying with this Section 12.3(d).

            


    

     

    
      	 	
              (e)

            	
              No
                Implied Rights.
                Nothing contained in this Section 12.3
                shall be construed as obligating a Party to disclose its Proprietary
                Information to the other Party, or as granting to or conferring on
                a
                Party, expressly or impliedly, any rights, title, interests or license
                in,
                to or under any Proprietary Information of the other
                Party.

            


    

     

    
      	 	
              (f)

            	
              Survival.
                The Parties’ obligations of non-disclosure and confidentiality shall
                survive the expiration or termination of this Agreement for a period
                of
                three (3) years other than with respect to trade secrets, in which
                case
                the obligations shall survive until such time as the applicable
                information no longer constitutes Proprietary Information as defined
                in
                this Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              12.4

            	
              File
                Access.
                Subject to reasonable security, confidentiality and regulatory
                restrictions imposed by Vendor, TXUED shall have access to, and the
                right
                to review and retain the entirety of, all computer or other files
                containing TXUED Data, as well as all systems and network logs, system
                parameters and documentation. At no time shall any of such files
                or other
                materials or information be stored or held in a form or manner not
                accessible to TXUED. Upon the request of the TXUED Account Executive,
                Vendor shall confirm that all files and other information provided
                to
                TXUED are complete and that no material element, amount, or other
                fraction
                of such files or other information to which TXUED may request access
                or
                review has been deleted, lost, withheld, disguised or encoded in
                a manner
                inconsistent with the purpose and intent of providing access to TXUED
                as
                contemplated by this Agreement.

            


    

     

    
      	
              13.

            	
              REPRESENTATIONS,
                WARRANTIES AND ADDITIONAL
                COVENANTS

            


    

     

    
      	
              13.1

            	
              Reserved.

            


    

     

    
      	
              13.2

            	
              Authorization.

            


    

     

    Each
      Party represents and warrants to the other that:

     

    
      	 	
              (a)

            	
              Existence.
                It is duly incorporated, formed or organized, as applicable, validly
                existing and in good standing under applicable
                Laws;

            


    

     

    
      	 	
              (b)

            	
              Power
                and Authority.
                It has the requisite organizational power and authority to execute,
                deliver and perform its obligations under this Agreement;
                

            


    

     

    
      	 	
              (c)

            	
              Legal
                Authority.
                It has obtained all governmental authorizations, approvals or permits
                required to perform its obligations under this Agreement under all
                applicable Laws, except to the extent the failure to obtain any such
                authorizations, approvals or permits is, in the aggregate,
                immaterial;

            


    

     

    
      	 	
              (d)

            	
              Due
                Authorization.
                The execution, delivery and performance of this Agreement and the
                consummation of the transactions contemplated by this Agreement have
                been
                duly authorized by the requisite organizational action on the part
                of such
                Party; and

            


    

     

    
      	 	
              (e)

            	
              No
                Violation or Conflict.
                The execution, delivery and performance of this Agreement shall not
                constitute a violation of any judgment, order or decree; a material
                default under any material contract by which it or any of its material
                assets are bound; or an event that would, with notice or lapse of
                time, or
                both, constitute such a default.

            


    

     

    
      	
              13.3

            	
              Compliance
                with Laws.
                

            


    

     

    
      	 	
              (a)

            	
              Compliance
                by Vendor.
                Vendor represents, warrants and covenants that, with respect to the
                provision or receipt of the Services and the performance of its other
                legal and contractual obligations hereunder, it is and shall be,
                in
                compliance with all applicable Laws, including identifying and procuring
                applicable permits, certificates, approvals and inspections required
                under
                all Laws. If a charge of non-compliance by Vendor with any Law occurs
                that
                impacts or is likely to impact Vendor’s performance under this Agreement,
                Vendor shall promptly notify TXUED of such
                charge.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              Compliance
                by TXUED.
                TXUED represents, warrants and covenants that, with respect to the
                performance of its legal and contractual obligations hereunder, it
                is and
                shall be, in compliance with all applicable Laws. If a charge of
                non-compliance by TXUED with any Law occurs that impacts or is likely
                to
                impact Vendor’s performance under this Agreement, TXUED shall promptly
                notify Vendor of such charge.

            


    

     

    
      	 	
              (c)

            	
              Compliance
                Data and Reports.
                At no additional charge and upon a Party’s request, the other Party shall
                provide the requesting Party with data and reports in such Party’s
                possession necessary for the requesting Party to meet its obligations
                to
                comply with Laws. 

            


    

     

    
      	 	
              (d)

            	
              Notice
                of Laws.
                The Parties shall cooperate in interpreting Laws and identifying
                the
                impact of Laws on the Services; provided that with respect to those
                Laws
                applicable to the businesses of TXUED, TXUED shall retain the right,
                in
                its reasonable discretion, to interpret and determine the impact
                of such
                Laws on the Services. At TXUED’s request, Vendor Personnel shall
                participate in TXUED provided regulatory compliance training
                programs.

            


    

     

    
      	 	
              (e)

            	
              Compliance
                with Changes in Laws.
                Vendor shall comply with all changes in Laws relevant to the provision
                of
                the Services and the performance of its other legal and contractual
                obligations hereunder. Vendor is specifically on notice that such
                Laws
                include the Public Utility Regulatory Act and the Substantive Rules
                Applicable to Electric Service Providers, Texas Administrative Code,
                Title
                16, Part II, Chapter 25, and any and all Laws that may be referenced
                in
                the TXUED Rules, TXUED Standards and other TXUED policies and procedures
                provided to Vendor from time to
                time.

            


    

     

    
      	 	
              (f)

            	
              TXUED
                Costs and Savings.
                TXUED shall be responsible for all costs and expenses resulting from
                changes in Laws applicable to the businesses of TXUED or TXUED’s receipt
                or use of the Services (including those changes in Laws applicable
                to the
                businesses of TXUED that impact the Services, as provided in Section
                13.3(d)).
                Any Material Change resulting from changes in Laws applicable to
                the
                businesses of TXUED or TXUED’s receipt or use of the Services (including
                those changes in Laws applicable to the businesses of TXUED that
                impact
                the Services, as provided in Section
                13.3(d))
                shall be addressed through the Change Control Process. To the extent
                such
                changes in Laws impact other Vendor customers, any additional costs
                shall
                be apportioned on an equitable basis to all such customers.
                

            


    

     

    
      	 	
              (g)

            	
              Vendor
                Costs and Changes in Law.
                If, following January 1, 2005, there has been or is any change in
                any Law
                (excluding only changes in income tax Laws) that impacts the Services
                or
                that results in any increases in Vendor’s direct or indirect costs or
                expenses (including those embedded in Vendor’s cost structure) that result
                in a Material Change, Vendor shall have the right to additional payments
                or increased usage charges as a result of any Material Change resulting
                from such change in any Law, which shall be addressed through the
                Change
                Control Process.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (h)

            	
              Compliance
                with Data Privacy Laws.
                Without limiting the foregoing, with respect to any TXUED Personal
                Data,
                Vendor shall provide TXUED with such assistance as TXUED may reasonably
                require to fulfill its responsibilities under the respective applicable
                Privacy Laws.

            


    

     

    
      	 	
              (i)

            	
              Responsibility.
                Vendor shall be responsible for any Losses imposed on Vendor or TXUED
                resulting from any failure of Vendor to comply with applicable Laws
                or
                respond in a timely manner to changes in such Laws, unless and to
                the
                extent such failure directly results from the acts or omissions of
                TXUED,
                an Eligible Recipient or an TXUED Third Party Contractor in contravention
                of TXUED’s obligations under this Agreement. TXUED shall be responsible
                for any Losses imposed on Vendor or TXUED resulting from any failure
                of
                TXUED to comply with applicable Laws or respond in a timely manner
                to
                changes in such Laws, unless and to the extent such failure directly
                results from the acts or omissions of Vendor or any Vendor Personnel
                in
                contravention of Vendor’s obligations under this
                Agreement.

            


    

     

    
      	
              13.4

            	
              Resources.

            


    

     

    
      	 	
              (a)

            	
              Ownership
                and Use.
                Vendor represents, warrants and covenants that it is either the owner
                of,
                or authorized to use, any and all Resources used by Vendor in providing
                the Services, and has and shall have sufficient rights to grant to
                TXUED
                those rights and licenses contained in this Agreement. As to such
                Resources that Vendor does not own, Vendor shall advise TXUED as
                to the
                ownership and extent of Vendor’s rights with regard to such Resources to
                the extent any limitation in such rights would impair Vendor’s performance
                of its obligations under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Performance.
                Vendor warrants and covenants that all Resources used by Vendor in
                providing the Services shall be Compliant.


            


    

     

    
      	 	
              (c)

            	
              Nonconformity.
                In the event that any Resources used by Vendor in providing the Services
                are not Compliant and/or materially and adversely affect the Services,
                Vendor shall expeditiously repair or replace such Resources with
                Compliant
                Resources.

            


    

     

    
      	
              13.5

            	
              Non-Infringement.
                Each Party represents and warrants that it shall perform its
                responsibilities under this Agreement in a manner that does not infringe,
                or constitute an infringement or misappropriation of, and that all
                Materials provided under this Agreement or any other Transaction
                Document
                by such Party or its Affiliates to the other Party at any time will
                not
                infringe, or constitute an infringement or misappropriation of, any
                patent, copyright, trademark, trade secret or other proprietary,
                intellectual property or privacy rights of any third party; provided,
                however, that the performing or providing Party shall not have any
                obligation or liability to the extent any infringement or misappropriation
                is caused by (i) Materials provided by the other Party,
                (ii) modifications made by the other Party or its contractors or
                subcontractors, without the knowledge or approval of the performing
                Party,
                (iii) the other Party’s combination of the performing Party’s work
                product or Materials with items not furnished, specified or reasonably
                anticipated by the performing Party or contemplated by this Agreement,
                (iv) a breach of this Agreement by the other Party or (v) the
                failure of the other Party to use corrections or modifications provided
                by
                the performing Party offering equivalent features and functionality.
                Each
                Party further represents and warrants that it will not use or create
                materials in connection with the Services which are libelous, defamatory
                or obscene.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	
              13.6

            	
              TXUED
                2004 Base
                Case.
                TXUED represents and warrants that it is not aware of any material
                errors
                or omissions in the TXUED 2004 Base Case. To the best of TXUED’s
                knowledge, TXUED’s actual costs for the Base Services that were performed
                by TXUED and TXUED Third Party Contractors in calendar year 2005
                bear a
                reasonable relation to the Base Services
                Charges.

            


    

     

    
      	
              13.7

            	
              Reserved.

            


    

     

    
      	
              13.8

            	
              Disclaimer.
                EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT (WHICH,
                FOR THE
                AVOIDANCE OF DOUBT, INCLUDES EACH OF THE SERVICES AGREEMENTS), EACH
                PARTY
                DISCLAIMS, AND NEITHER PARTY MAKES ANY REPRESENTATIONS, COVENANTS
                OR
                WARRANTIES TO THE OTHER PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING
                IMPLIED WARRANTIES AND COVENANTS OF MERCHANTABILITY AND FITNESS FOR
                A
                PARTICULAR PURPOSE AND ALL OTHER WARRANTIES ARISING BY OPERATION
                OF LAW,
                COURSE OF DEALING, CUSTOM OF TRADE OR
                OTHERWISE.

            


    

     

    
      	
              14.

            	
              INSURANCE
                AND RISK OF LOSS

            


    

     

    
      	
              14.1

            	
              Vendor
                Insurance. Vendor
                shall comply with the provisions of Exhibit
                9.

            


    

     

    
      	
              15.

            	
              INDEMNITIES

            


    

     

    
      	
              15.1

            	
              Indemnity
                by Vendor.
                Vendor agrees 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 any of the
                following:

            


    

     

    
      	 	
              (a)

            	
              Representations
                and Warranties.
                Vendor’s breach of any of its representations and warranties set forth in
                this Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              Licenses,
                Leases and Contracts.
                Vendor’s failure to observe or perform any duties or obligations to be
                observed or performed on or after the applicable Services Agreement
                Commencement Date by Vendor under third party licenses, equipment
                leases
                or other Third Party Contracts used by Vendor to provide the
                Services.

            


    

     

    
      	 	
              (c)

            	
              TXUED
                Data or Proprietary Information.
                Vendor’s breach of its obligations with respect to TXUED Data or TXUED
                Proprietary Information.

            


    

     

    
      	 	
              (d)

            	
              Infringement.
                Infringement or misappropriation or alleged infringement or alleged
                misappropriation of a patent, trade secret, copyright, trademark
                or other
                proprietary or intellectual property rights in breach of Vendor’s
                representations, warranties and covenants in Sections
                13.4(a)
                or
                13.5.

            


    

     

    
      	 	
              (e)

            	
              Government
                Claims.
                Claims by government regulators or agencies for fines, penalties,
                sanctions, interest charges or other remedies to the extent such
                fines,
                penalties, sanctions, interest charges or other remedies are attributable
                to Vendor’s breach of this Agreement or the wrongful acts or omissions of
                Vendor or any Vendor Personnel in connection with Vendor’s performance of
                the Services.

            


    

     

    
      	 	
              (f)

            	
              Taxes.
                Taxes, together with interest and penalties, that are the responsibility
                of Vendor under Section 10.4.

            


    

     

    
      	 	
              (g)

            	
              Other
                Third Parties.
                Services, products or systems (not constituting Services provided
                pursuant
                to this Agreement) provided by Vendor to a third
                party.

            


    

     

    
      	 	
              (h)

            	
              Affiliate
                or Subcontractor Claims.
                Any claim initiated by (i) an Affiliate of Vendor or a Subcontractor
                asserting rights arising under or relating to this Agreement other
                than a
                claim for which TXUED is obligated to indemnify Vendor under this
                Agreement, or (ii) any entity to which Vendor assigned, transferred,
                pledged, hypothecated or otherwise encumbered its rights to receive
                payments from TXUED under this Agreement without TXUED’s
                consent.

            


    

     

    
      	 	
              (i)

            	
              Vendor
                Personnel Injury Claims.
                Any claim by Vendor Personnel for death or bodily injury suffered
                at an
                TXUED Facility other than claims for death or bodily injury caused
                by any
                act, omission, fault, negligence or gross negligence by
                TXUED.

            


    

     

    
      	 	
              (j)

            	
              Employment
                Claims. Any
                claim (including claims by current or former TXUED employees, including
                Transitioned Employees) relating to any (i) violation by Vendor or
                its officers, directors, employees, representatives or agents, of
                any Laws
                or any common Law protecting persons or members of protected classes
                or
                categories, including Laws prohibiting discrimination or harassment
                on the
                basis of a protected characteristic, (ii) liability arising or
                resulting from the employment of Vendor Personnel (including Transitioned
                Employees) by Vendor (including liability for any social security
                or other
                employment taxes, workers’ compensation claims and premium payments, and
                contributions applicable to the wages and salaries of such Vendor
                Personnel), (iii) payment or failure to pay any salary, wages or
                other cash compensation due and owing to any Vendor Personnel (including
                Transitioned Employees from and after their Employment Effective
                Dates),
                (iv) employee pension or other benefits of any Vendor Personnel
                (including Transitioned Employees) accruing from and after their
                Employment Effective Date, (v) other aspects of the employment
                relationship of Vendor Personnel (including Transitioned Employees)
                with
                Vendor or the termination of such relationship, including claims
                for
                wrongful discharge, claims for breach of express or implied employment
                contract and claims of joint employment and/or (vi) liability
                resulting from representations (oral or written) to the TXUED employees
                identified on Schedule M
                to
                the applicable Services Agreement by Vendor (or its respective officers,
                directors, employees, representatives or agents), or other acts or
                omissions with respect to the TXUED employees identified on Schedule M
                to
                the applicable Services Agreement by such persons or entities, including
                any act, omission or representation made in connection with the interview,
                selection, hiring and/or transition process, the offers of employment
                made
                to such employees, the failure to make offers to any such employees
                or the
                terms and conditions of such offers (including compensation and employee
                benefits), except, in each case, to the extent arising out of: (i)
                any
                act, omission, fault or neglect of TXUED or TXUED Third Party Contractors,
                (ii) errors or inaccuracies in the information provided by TXUED
                and
                faithfully communicated by Vendor or (iii) the failure of TXUED or
                TXUED
                Third Party Contractors to comply with TXUED’s responsibilities under this
                Agreement. 

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (k)

            	
              Vendor
                Acts and Omissions.
                Wrongful acts or omissions (including Vendor’s or any Vendor Personnel’s
                negligence and gross negligence) of Vendor or any Vendor Personnel
                in
                connection with Vendor’s performance of the
                Services.

            


    

     

    
      	 	
              (l)

            	
              Reserved.

            


    

     

    
      	 	
              (m)

            	
              Vendor
                Personnel Injury Claims. Any
                claims by Vendor employees for death or bodily injury suffered at
                an TXUED
                Facility or in their performance of services as Seconded Vendor Personnel
                other than claims for death or bodily injury caused by any act, omission,
                fault, negligence or gross negligence by TXUED or TXUED Third Party
                Contractors.

            


    

     

    
      	 	
              (n)

            	
              Tort
                Claims for Acts or Omissions of Seconded Vendor Personnel.
                Any
                tort claims brought by third parties for Losses caused by any act,
                omission, fault or negligence by Seconded Vendor Personnel in their
                performance of services, other than claims arising from or in connection
                with (i) Seconded Vendor Personnel following instructions from TXUED
                or
                (ii) any act, omission, fault, negligence or gross negligence by
                TXUED.

            


    

     

    IT
      IS THE EXPRESS INTENT OF THE PARTIES THAT, FOR PURPOSES OF THIS
SECTION
      15.1,
      LOSSES AND VENDOR’S OBLIGATION TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHALL
      INCLUDE LOSSES DUE TO THIRD PARTY CLAIMS ARISING FROM OR IN CONNECTION WITH
      TXUED’S CONCURRENT NEGLIGENCE. IN THE CASE OF CONTRIBUTORY NEGLIGENCE, LIABILITY
      WILL BE APPORTIONED BETWEEN THE PARTIES IN ACCORDANCE WITH EACH PARTY’S
      RESPECTIVE FAULT AS DETERMINED BY A COURT OF COMPETENT
      JURISDICTION.


    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              15.2

            	
              Indemnity
                by TXUED.
                TXUED agrees to indemnify, defend and hold harmless Vendor 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 Vendor’s Affiliates and
                Subcontractors) arising
                from or in connection with any of the
                following:

            


    

     

    
      	 	
              (a)

            	
              Representations
                and Warranties.
                TXUED’s breach of any of its representations and warranties set forth in
                this Agreement.

            


    

     

    
      	 	
              (b)

            	
              Licenses,
                Leases or Contracts.
                TXUED’s failure to observe or perform any duties or obligations to be
                observed or performed by TXUED under any of the applicable third
                party
                licenses, equipment leases or Third Party Contracts to the extent
                TXUED is
                financially or operationally responsible under this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Vendor’s
                Proprietary Information.
                TXUED's breach of its obligations with respect to Vendor’s Proprietary
                Information. 

            


    

     

    
      	 	
              (d)

            	
              Infringement.
                Infringement or misappropriation or alleged infringement or alleged
                misappropriation of a patent, trade secret, trademark, copyright
                or other
                proprietary or intellectual property rights in contravention of TXUED’s
                representations, warranties and covenants in Section 13.5.

            


    

     

    
      	 	
              (e)

            	
              Taxes.
                Taxes, together with interest and penalties (other than interest
                or
                penalties resulting from Vendor’s failure to timely notify TXUED of Taxes
                due as required under Section
                10.4),
                that are the responsibility of TXUED under Section 10.4.

            


    

     

    
      	 	
              (f)

            	
              Government
                Claims.
                Claims by government regulators or agencies for fines, penalties,
                sanctions, interest charges or other remedies to the extent such
                fines,
                penalties, sanctions, interest charges or other remedies are attributable
                to TXUED's breach of this
                Agreement.

            


    

     

    
      	 	
              (g)

            	
              TXUED
                Affiliate, Eligible Recipient or Third Party Contractor
                Claims.
                Any claim, initiated by an Affiliate of TXUED, an Eligible Recipient
                (other than TXUED) or an TXUED Third Party Contractor asserting rights
                arising under or relating to this Agreement, other than a claim for
                which
                Vendor is obligated to indemnify TXUED under this
                Agreement.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (h)

            	
              Employment
                Claims.
                Any claim (including claims by current or former TXUED employees,
                including Transitioned Employees) relating to (i) violation by TXUED
                or its officers, directors, employees, representatives or agents
                of any
                Laws or any common Law protecting persons or members of protected
                classes
                or categories, including Laws prohibiting discrimination or harassment
                on
                the basis of a protected characteristic, (ii) liability arising or
                resulting from the employment of persons (including Transitioned
                Employees
                prior to their Employment Effective Date) by TXUED, (iii) payment or
                failure to pay any salary, wages or other cash compensation due and
                owing
                to any employee of TXUED (including Transitioned Employees prior
                to their
                Employment Effective Dates), (iv) employee pension or other benefits
                of any employee of TXUED (including Transitioned Employees prior
                to their
                Employment Effective Dates), (v) other aspects of the employment
                relationship of any employee of TXUED (including Transitioned Employees
                prior to their Employment Effective Dates and provided, in no event
                will
                TXUED be liable for any claim related to a Transitioned Employee’s
                employment relationship arising on or after such Transitioned Employee’s
                Employment Effective Date regardless of a finding by any court or
                authoritative body that TXUED is or was an employer of such Transitioned
                Employee on or after his or her Employment Effective Date) and/or
                (vi) liability resulting from any representations (oral or written)
                to the TXUED employees identified on Schedule M
                to
                the applicable Services Agreement by TXUED (or its officers, directors,
                employees, representatives or agents), or other acts of TXUED prior
                to the
                applicable Employment Effective Date in connection with the selection
                and
                hiring by Vendor of the TXUED employees identified on Schedule M
                to
                the applicable Services Agreement, except, in each case, to the extent
                arising out of (i) any act, omission, fault or neglect of Vendor
                (or its
                officers, directors, employees, representatives or agents), (ii)
                errors or
                inaccuracies in the information provided by Vendor and faithfully
                communicated by TXUED, or (iii) the failure of Vendor (or its officers,
                directors, employees, representatives or agents) to comply with Vendor’s
                responsibilities under this Agreement.


            


    

     

    
      	 	
              (i)

            	
              TXUED
                Personnel Injury Claims. Any
                claims by TXUED Personnel for death or bodily injury suffered at
                a Vendor
                Facility or in their performance of Services as Seconded TXUED Personnel
                other than claims for death or bodily injury caused by any act, omission,
                fault, negligence or gross negligence by
                Vendor.

            


    

     

    
      	 	
              (j)

            	
              Tort
                Claims for Acts or Omissions of Seconded TXUED Personnel.
                Any
                tort claims brought by third parties for Losses caused by any act,
                omission, fault or negligence by Seconded TXUED Personnel in their
                performance of Services, other than claims arising from or in connection
                with (i) Seconded TXUED Personnel following instructions from Vendor
                or
                (ii) any act, omission, fault, negligence or gross negligence by
                Vendor.

            


    

     

    IT
      IS THE EXPRESS INTENT OF THE PARTIES THAT, FOR PURPOSES OF THIS
SECTION
      15.2,
      LOSSES AND TXUED’S OBLIGATION TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHALL
      INCLUDE LOSSES DUE TO THIRD PARTY CLAIMS ARISING FROM OR IN CONNECTION WITH
      VENDOR’S CONCURRENT NEGLIGENCE. IN THE CASE OF CONTRIBUTORY NEGLIGENCE,
      LIABILITY WILL BE APPORTIONED BETWEEN THE PARTIES IN ACCORDANCE WITH EACH
      PARTY’S RESPECTIVE FAULT AS DETERMINED BY A COURT OF COMPETENT
      JURISDICTION.

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              15.3

            	
              Reserved.

            


    

     

    
      	
              15.4

            	
              Indemnification
                Procedures.
                With respect to claims which are subject to indemnification under
                this
                Agreement (other than as provided in Section 15.5
                with respect to claims covered by Section 15.1(e)
                and Section 15.2(f)),
                the following procedures shall
                apply:

            


    

     

    
      	 	
              (a)

            	
              Notice.
                Promptly after receipt by any entity entitled to indemnification
                under
                this Agreement of notice of the commencement or threatened commencement
                of
                any civil, criminal, administrative, or investigative action or proceeding
                involving a claim in respect of which the indemnitee will seek
                indemnification hereunder, the indemnitee shall notify the indemnitor
                of
                such claim. No delay or failure to so notify an indemnitor shall
                relieve
                it of its obligations under this Agreement except to the extent that
                such
                indemnitor has suffered actual prejudice by such delay or failure.
                Within
                forty-five (45) days following receipt of notice from the indemnitee
                relating to any claim, but no later than five (5) days before the
                date on
                which any response to a complaint or summons is due, the indemnitor
                shall
                notify the indemnitee that the indemnitor elects to assume control
                of the
                defense and settlement of that claim (a “Notice
                of Election”).

            


    

     

    
      	 	
              (b)

            	
              Procedure
                Following Notice of Election. If
                the indemnitor delivers a Notice of Election within the required
                notice
                period, the indemnitor shall assume control (subject to indemnities
                right
                to participate at its own expense) over the defense and settlement
                of the
                claim; provided, however, that (i) the indemnitor shall keep the
                indemnitee reasonably apprised at all times as to the status of the
                defense, and (ii) the indemnitor shall obtain the prior written
                approval of the indemnitee before entering into any settlement of
                such
                claim asserting any liability against the indemnitee or imposing
                any
                liability, obligation or restriction on the indemnitee or ceasing
                to
                defend against such claim. The indemnitor shall not be liable for
                any
                legal fees or expenses incurred by the indemnitee following the delivery
                of a Notice of Election; provided, however, that to the extent permissible
                under applicable Law and to the extent that such conduct does or
                would
                not, or is not reasonably likely to, result in the waiver or of
                abandonment of legal privilege are in whole or in part, (i) the
                indemnitee shall be entitled to employ counsel at its own expense
                to
                participate in the handling of the claim and (ii) the indemnitor
                shall pay the fees and expenses associated with such counsel if,
                in the
                reasonable judgment of the indemnitee based on a written opinion
                of
                counsel, there is a conflict of interest with respect to such claim
                which
                is not otherwise resolved or if the indemnitor has requested the
                assistance of the indemnitee in the defense of the claim or the indemnitor
                has failed to defend the claim diligently. The indemnitor shall not
                be
                obligated to indemnify the indemnitee for any amount paid or payable
                by
                such indemnitee in the settlement of any claim if (i) the indemnitor
                has delivered a timely Notice of Election and such amount was agreed
                to
                without the written consent of the indemnitor, (ii) the indemnitee
                has not provided the indemnitor with notice of such claim and a reasonable
                opportunity to respond thereto or (iii) the time period within which
                to deliver a Notice of Election has not yet
                expired.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (c)

            	
              Procedure
                Where No Notice of Election Is Delivered.
                If the indemnitor does not deliver a Notice of Election relating
                to any
                claim within the required notice period, the indemnitee shall have
                the
                right to defend the claim in such reasonable manner as it may deem
                appropriate subject to the terms of this Agreement. The indemnitor
                shall
                promptly reimburse the indemnitee for all such reasonable costs and
                expenses incurred by the indemnitee, including reasonable attorneys’
                fees.

            


    

     

    
      	
              15.5

            	
              Indemnification
                Procedures - Governmental Claims.
                With respect to claims covered by Section 15.1(e)
                or
                Section
                15.2(f),
                the following procedures shall
                apply:

            


    

     

    
      	 	
              (a)

            	
              Notice.
                Promptly after receipt by an indemnitee of notice of the commencement
                or
                threatened commencement of any action or proceeding involving a claim
                in
                respect of which the indemnitee will seek indemnification pursuant
                to
                Section 15.1(e)
                or
                Section
                15.2(f),
                the indemnitee shall notify the indemnitor of such claim. No delay
                or
                failure to so notify the indemnitor shall relieve the indemnitor
                of its
                obligations under this Agreement except to the extent that the indemnitor
                has suffered actual prejudice by such delay or
                failure.

            


    

     

    
      	 	
              (b)

            	
              Procedure
                for Defense.
                The indemnitee shall be entitled, at its option, to have the claim
                handled
                pursuant to Section 15.4
                or
                to retain sole control over the defense and settlement of such claim;
                provided that, the indemnitee shall (i) keep the indemnitor reasonably
                appraised as to the status of the defense, (ii) consult with the
                indemnitor on a regular basis regarding claim processing (including
                actual
                and anticipated costs and expenses) and litigation strategy,
                (iii) obtain prior written approval of the indemnitor before entering
                any indemnitor settlement proposals or suggestions and (iv) use
                commercially reasonable efforts to minimize any amounts payable or
                reimbursable by the indemnitor.

            


    

     

    
      	
              16.

            	
              LIABILITY

            


    

     

    
      	
              16.1

            	
              Force
                Majeure.

            


    

     

    
      	 	
              (a)

            	
              General.
                Subject to Section 16.1(d),
                no Party shall be liable for any default or delay in the performance
                of
                its obligations under this Agreement if and to the extent such default
                or
                delay is caused by fire, earthquake, acts of God, wars, riots, civil
                disorders, rebellions or revolutions, acts of terrorism, strikes,
                lockouts, labor disputes, inter-carrier telecommunications backbone
                failures, or any other similar cause beyond the reasonable control
                of such
                Party, except to the extent that the non-performing Party is at fault
                in
                failing to prevent or causing such default or delay, and provided
                that
                such default or delay cannot be, or could not have been, reasonably
                circumvented by the non-performing Party through the use of reasonable
                alternate sources, workaround plans or other means. Notwithstanding
                anything to the contrary in this Section: (i) strikes, lockouts or
                labor
                disputes involving Vendor (including Vendor Personnel) that are not
                of a
                widespread nature involving both Vendor and third parties, the failure
                by
                a Subcontractor to provide or perform any goods or services to Vendor
                (other than to the extent attributable to a force majeure event as
                described in the first sentence of this Subsection) or the breach
                by a
                Subcontractor of any of its obligations to Vendor shall not constitute
                force majeure events under this Agreement; and (ii) rain, snow, ice,
                wind,
                heat or other adverse weather conditions that could not have been
                reasonably expected or anticipated (“Weather
                Events”)
                shall constitute force majeure events under this Agreement with respect
                to
                Vendor, provided that the occurrence of any Weather Event shall only
                excuse Vendor’s performance under this Agreement to the extent (A) any
                such failure cannot be, or could not have been, reasonably circumvented
                by
                Vendor through the use of reasonable alternate sources, workaround
                plans
                or other means, and (B) Vendor uses and continues to use its best
                efforts
                to promptly resume performance of the Services in accordance with
                this
                Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              Duration
                and Notification.
                Upon the occurrence and during the continuance of such force majeure
                event
                the non-performing Party shall be excused from further performance
                or
                observance of the obligation(s) so affected for as long as such
                circumstances prevail and such Party continues to use commercially
                reasonable efforts to recommence performance or observance whenever
                and to
                whatever extent possible without delay. Any Party prevented, hindered
                or
                delayed in its performance of its obligations under this Agreement
                as a
                result of any force majeure event shall, as quickly as practicable
                under
                the circumstances, notify the Party to whom performance is due by
                telephone (to be confirmed in writing within two (2) days of the
                inception
                of such delay) and describe at a reasonable level of detail the
                circumstances of the force majeure event, the steps being taken to
                address
                such force majeure event, and the expected duration of such force
                majeure
                event.

            


    

     

    
      	 	
              (c)

            	***


    

     

    
      	
              ***

            	
              CONFIDENTIAL MATERIAL REDACTED AND FILED
                SEPARATELY WITH THE COMMISSION.

            


    

     

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (d)

            	
              Business
                Continuity and Disaster Recovery.
                Vendor shall (i) develop and submit to TXUED for TXUED’s review as soon as
                reasonably practicable after the applicable Services Agreement Effective
                Date (but in any event within one hundred twenty (120) days following
                the
                applicable Services Agreement Commencement Date), and upon TXUED’s
                approval institute a business continuity and a disaster recovery
                plan for
                the Services provided under each Services Agreement, (ii) periodically
                update and test the operability of the business continuity and disaster
                recovery plans during every twelve (12) month period that each business
                continuity plan and disaster recovery plan is fully operational,
                (iii)
                submit to TXUED for TXUED’s review and approval any material updates or
                other changes to the business continuity and disaster recovery plans
                and
                (iv) certify to TXUED at least every twelve (12) months that the
                business
                continuity and disaster recovery plans are fully operational. Upon
                the
                occurrence of a force majeure event, Vendor shall implement promptly,
                as
                appropriate, the applicable business continuity or disaster recovery
                plan
                and provide business continuity or disaster recovery Services. The
                occurrence of a force majeure event shall not relieve Vendor of its
                obligation to implement, as appropriate, the applicable business
                continuity or disaster recovery plan and provide business continuity
                or
                disaster recovery Services.

            


    

     

    
      	 	
              (e)

            	
              Payment
                Obligation.
                If Vendor fails to provide Services in accordance with this Agreement
                due
                to the occurrence of a force majeure event, all amounts payable to
                Vendor
                hereunder shall be equitably adjusted in a manner such that TXUED
                is not
                required to pay any amounts for Services that it is not
                receiving.

            


    

     

    
      	 	
              (f)

            	
              Allocation
                of Resources.
                Without limiting Vendor’s obligations under this Agreement, whenever a
                force majeure event or disaster causes Vendor to allocate limited
                resources between or among Vendor’s customers and its or their Affiliates,
                Vendor shall not provide to any other customers or its or their Affiliates
                priority over TXUED. In no event will Vendor unreasonably re-deploy
                or
                re-assign any Key Vendor Personnel to TXUED's material detriment
                to
                another customer or account in the event of the occurrence of a force
                majeure event or any other event.

            


    

     

    
      	
              16.2

            	
              Limitation
                of Liability.

            


    

     

    
      	 	
              (a)

            	
              EXCEPT
                WHERE THIS AGREEMENT EXPRESSLY PROVIDES FOR ANY LIQUIDATED FORM OF
                DAMAGES
                (WHICH THE PARTIES EXPRESSLY AGREE ARE ENFORCEABLE), NEITHER PARTY
                SHALL
                BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
                COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS,
                REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN
                IF
                SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
                DAMAGES.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              EXCEPT
                AS EXPRESSLY PROVIDED IN SECTION
                16.2(C),
                THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, FOR ALL CLAIMS ASSERTED
                BY
                THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS
                OF
                THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, SHALL BE LIMITED
                TO THE
                PRODUCT OF (i) THE AGGREGATE TOTAL CHARGES PAID UNDER ALL OF THE
                SERVICES
                AGREEMENTS FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE ACT OR
                OMISSION
                GIVING RISE TO SUCH LIABILITY OR, IN THE EVENT CHARGES HAVE NOT BEEN
                PAID
                FOR TWELVE (12) MONTHS UNDER THE INITIAL SERVICES AGREEMENT, AN AMOUNT
                EQUAL TO TWELVE (12) TIMES THE AGGREGATE TOTAL CHARGES PAID UNDER
                THE
                INITIAL SERVICES AGREEMENT IN THE MONTH PRECEDING SUCH ACT OR OMISSION,
                MULTIPLIED BY (ii) TEN PERCENT (10%) (“DAMAGES
                CAP”).
                AT THE END OF EACH CONTRACT YEAR THE DAMAGES CAP SHALL BE RESET TO
                AN
                AMOUNT EQUAL TO THE PRODUCT OF (1) THE AGGREGATE TOTAL CHARGES PAID
                UNDER
                THIS AGREEMENT DURING SUCH CONTRACT YEAR MULTIPLIED BY (2) TEN PERCENT
                (10%).

            


    

     

    
      	 	
              (c)

            	
              Exceptions
                to Limitations of Liability.
                The limitations and exculpations of liability set forth in Section 16.2(a)
                and Section
                16.2(b)
                shall not apply with respect to:

            


    

     

    
      	 	
              (i)

            	
              Losses
                occasioned by: the willful misconduct of a Party, fraud of a Party
                or
                gross negligence of senior management of a Party; TXUED’s willful failure
                to pay undisputed Charges owed but not paid to Vendor hereunder (including
                TXUED’s obligations for payments under Sections
                1.2(b),
                (c)
                and (f)
                and Section
                18.9);
                Vendor’s willful failure to provide TXUED with any undisputed Service
                Level Credits, credits appearing on invoices and credits under
                Exhibit
                11
                to
                the Services Agreements owed TXUED; or either Party’s willful repudiation
                or willful refusal to perform all or any portion of this Agreement
                (including the Termination Assistance
                Services).

            


    

     

    
      	 	
              (ii)

            	
              Amounts
                paid with respect to third party claims that are the subject of
                indemnification under this Agreement, including under Section 15.1
                and Section
                15.2.

            


    

     

    
      	 	
              (d)

            	
              Acknowledged
                Direct Damages.
                The Parties acknowledge that Service Level Credits and amounts paid
                by a
                Party to a third party that are the subject of indemnification under
                this
                Agreement shall be considered direct damages under this
                Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (e)

            	
              Items
                Not Considered Damages.
                The following shall not be considered damages subject to Section
                16.2(a),
                and shall not be counted toward the liability cap specified in
                Section
                16.2(b):

            


    

     

    
      	 	
              (i)

            	
              Amounts
                withheld by TXUED in accordance with this Agreement due to (and in
                the
                amount of any) incorrect Charges by
                Vendor.

            


    

     

    
      	 	
              (ii)

            	
              Amounts
                paid by TXUED but subsequently recovered from Vendor due to (and
                in the
                amount of any) incorrect Charges by
                Vendor.

            


    

     

    
      	 	
              (iii)

            	
              Invoiced
                Charges and other amounts that are due and owing to Vendor for Services
                under this Agreement.

            


    

     

    
      	
              16.3

            	
              Non-Recourse
                Liabilities.
                The obligations of each Party under this Agreement shall be satisfied
                solely from the assets of such Party, and such obligations shall
                in all
                cases be non-recourse to any of the directors, officers, shareholders,
                partners (whether limited or general), members, employees, agents
                or
                Affiliates of such Party.

            


    

     

    
      	
              17.

            	
              DISPUTE
                RESOLUTION

            


    

     

    
      	
              17.1

            	
              Informal
                Dispute Resolution.
                Prior to the initiation of formal dispute resolution procedures with
                respect to any dispute (including arbitration proceedings with respect
                to
                any Arbitrable Dispute), other than as provided in the last sentence
                of
                Section 17.1(c),
                or in Section
                17.1(e)
                or
                Section 18.11,
                the Parties shall first attempt to resolve such dispute informally,
                as
                follows:

            


    

     

    
      	 	
              (a)

            	
              Initial
                Effort.
                The Parties agree to initially attempt to resolve all disputes at
                the
                operational level, beginning with the applicable Joint Working Group,
                with
                escalation of unresolved disputes to the Operational Governance Board
                and
                then to the Executive Governance Board, as applicable. Any disputes
                that
                are not resolved by the Executive Governance Board shall be escalated
                to
                the TXUED Account Executive and the Vendor Account Executive, and
                the
                TXUED Account Executive and the Vendor Account Executive shall attempt
                in
                good faith to resolve all such disputes. In the event the TXUED Account
                Executive and the Vendor Account Executive are unable to resolve
                a dispute
                within fourteen (14) days, either Party may refer the dispute for
                resolution to the senior corporate executives specified in Section 17.1(b)
                upon written notice to the other
                Party.

            


    

     

    
      	 	
              (b)

            	
              Escalation.
                Within five (5) days of a notice under Section 17.1(a)
                referring a dispute for resolution to the senior corporate executives,
                the
                Vendor Account Executive will prepare and provide to Vendor’s chief
                executive officer or his or her designee and the TXUED Account Executive
                will prepare and provide to a member of senior management of TXUED
                summaries of the non-privileged relevant information and background
                of the
                dispute, along with any appropriate non-privileged supporting
                documentation, for their review. The designated senior corporate
                executives will confer as often as they deem reasonably necessary
                in order
                to gather and furnish to the other all non-privileged information
                with
                respect to the matter in issue which the Parties believe to be appropriate
                and germane in connection with its resolution. The designated senior
                corporate executives shall discuss the problem and negotiate in good
                faith
                in an effort to resolve the dispute without the necessity of any
                formal
                proceeding. The specific format for the discussions will be left
                to the
                discretion of the designated senior corporate executives, but may
                include
                the preparation of agreed-upon statements of fact or written statements
                of
                position.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (c)

            	
              Prerequisite
                to Formal Proceedings.
                Formal proceedings for the resolution of a dispute (including arbitration
                proceedings with respect to any Arbitrable Dispute) may not be commenced
                until the earlier of:

            


    

     

    
      	 	
              (i)

            	
              the
                designated senior corporate executives under Section 17.1(b)
                concluding in good faith that amicable resolution through continued
                negotiation of the matter does not appear likely;
                and

            


    

     

    
      	 	
              (ii)

            	
              thirty
                (30) days after the initial notice under Section 17.1(a)
                referring the dispute to the senior corporate
                executives.

            


    

     

    The
      provisions and time periods specified in this Section 17.1
      shall
      not be construed to prevent a Party from instituting, and a Party is authorized
      to institute, formal proceedings earlier to (A) avoid the expiration of any
      applicable limitations period, (B) preserve a superior position with
      respect to other creditors or (C) address a dispute arising out of or
      relating to Section 4.2
      or
Article 12
      or a
      dispute subject to Section 18.11.

     

    
      	 	
              (d)

            	
              Arbitrable
                Disputes.
                Subject to Section
                17.1(e),
                the Parties agree that any Arbitrable Dispute shall be submitted
                by the
                Parties to final and binding arbitration under and in accordance
                with the
                following procedures:

            


    

     

    
      	 	
              (i)

            	
              Any
                arbitration proceedings conducted in respect of an Arbitrable Dispute
                shall be conducted pursuant to the American Arbitration Association
                Commercial Arbitration Rules, Title 9 of the U.S. Code and the Texas
                Arbitration Act, provided that the Parties agree that the American
                Arbitration Association shall not administer any such arbitration.
                Judgment on the ruling, finding or award rendered by the arbitrator(s)
                may
                be entered in the courts of Dallas County, Texas and/or the United
                States
                District Court for the Northern District of Texas (Dallas Division).
                Any
                challenge to any such ruling, finding or award shall be filed in,
                and each
                Party agrees not to remove or transfer such action from, the courts
                of
                Dallas County, Texas or the United States District Court for the
                Northern
                District of Texas (Dallas
                Division).

            


    

     

    
      	 	
              (ii)

            	
              Within
                ten (10) days after the end of the time period specified in Section
                17.1(c)(ii),
                the Parties shall, if they can agree, select an arbitrator to resolve
                the
                Arbitrable Dispute. In the event that the Parties have not selected
                an
                arbitrator within ten (10) days of the end of the time period specified
                in
                Section
                17.1(c)(ii),
                then the Arbitrable Dispute shall be resolved by majority decision
                of a
                panel of three (3) arbitrators, one (1) selected by each Party and
                the
                third selected by the two (2) Party-selected arbitrators, which the
                Parties agree to instruct such arbitrators to
                make.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (iii)

            	
              Each
                Party shall provide to the arbitrator(s) in writing a statement of
                fact or
                statement of position and a proposal for resolution of the Arbitrable
                Dispute (each, a “Proposal”).
                At any time prior to the close of the arbitration proceeding, the
                Parties
                may exchange revised Proposals, which shall also be provided to the
                arbitrator(s). In rendering the ruling, finding or award, the
                arbitrator(s) shall choose either (A) the last Proposal submitted
                by TXUED
                or (B) the last Proposal submitted by Vendor, and shall select one
                or the
                other of such Proposals that the arbitrator(s) find(s) most reasonable
                and
                appropriate in light of the facts found at the arbitration proceeding
                (subject to clause (v) of this Subsection). No written statement
                of
                reasons shall accompany the ruling, finding or
                award.

            


    

     

    
      	 	
              (iv)

            	
              The
                place of arbitration shall be Dallas,
                Texas.

            


    

     

    
      	 	
              (v)

            	
              The
                arbitrator(s) shall have no authority to award punitive damages or
                any
                other damages not measured by the prevailing Party’s actual, direct
                damages, and may not, in any event, make any ruling, finding or award
                that
                does not conform to the terms and conditions of this
                Agreement.

            


    

     

    
      	 	
              (vi)

            	
              Except
                as required by Law, unless otherwise agreed by the Parties neither
                Party
                shall disclose or disseminate any information relating to any arbitration
                proceedings conducted pursuant to this Subsection except for disclosure
                to
                those of its officers, employees, accountants, attorneys and agents
                whose
                duties reasonably require them to have access to such
                information.

            


    

     

    
      	 	
              (vii)

            	
              The
                Parties shall share equally the costs and expenses of any arbitration
                proceedings conducted pursuant to this Subsection. Each Party shall
                otherwise bear its own fees and expenses in respect of any arbitration
                proceedings conducted pursuant to this
                Subsection.

            


    

     

    
      	 	
              (viii)

            	
              Notwithstanding
                anything to the contrary in this Subsection, the Parties may agree
                in lieu
                of arbitration to have an individual or individuals having expertise
                regarding the nature of an Arbitrable
                Dispute,
                such as independent accountants or independent engineers (a “Qualified
                Expert”
                or the “Qualified
                Experts”)
                to finally resolve such Arbitrable Dispute in accordance with the
                terms of
                this clause and clauses (iii) through (vii) of this Subsection. If
                the
                Parties agree to resolve any Arbitrable Dispute under this clause
                (viii),
                then within ten (10) days after the end of the time period specified
                in
                Section
                17.1(c)(ii),
                the Parties shall, if they can agree, select a Qualified Expert to
                resolve
                such Arbitrable Dispute. In the event that the Parties have not selected
                a
                Qualified Expert within ten (10) days of the end of the time period
                specified in Section
                17.1(c)(ii),
                then the Arbitrable Dispute shall be resolved by arbitration as set
                forth
                in this Section
                17.1(d).

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (e)

            	
              Exceptions.
                For the avoidance of doubt, any disputes arising out of or related
                to this
                Agreement that are not Arbitrable Disputes are not subject to final
                and
                binding arbitration in accordance with Section
                17.1(d).
                In addition, any Arbitrable Disputes that address a dispute arising
                out of
                or relating to Section 4.2
                or
                Article 12
                or
                a dispute subject to Section 18.11
                shall not be subject to final and binding arbitration in accordance
                with
                Section
                17.1(d).

            


    

     

    
      	
              17.2

            	
              Jurisdiction.
                Each Party irrevocably agrees that any legal claim, action, suit
                or
                proceeding brought by it in any way arising out of this Agreement
                (including any action for enforcement of an arbitration award) must
                be
                brought solely and exclusively in the courts of Dallas County, Texas
                and/or the United States District Court for the Northern District
                of Texas
                (Dallas Division), and each Party irrevocably submits to the sole
                and
                exclusive jurisdiction of the state and federal courts in Dallas
                County,
                Texas in personam, generally and unconditionally with respect to
                any
                action, suit or proceeding brought by it or against it by the other
                Party,
                and the Parties agree that they will not raise any defense or objection
                or
                file any motion based on lack of personal jurisdiction, improper
                venue,
                inconvenience of the forum or the like in any action, suit or proceeding
                filed in a state or federal court in Dallas County,
                Texas.

            


    

     

    
      	
              17.3

            	
              Continued
                Performance.
                Subject to Section
                16.1
                regarding force majeure events, each Party agrees that it shall,
                unless
                otherwise directed by the other Party, continue performing its obligations
                under this Agreement while any dispute is being resolved; provided,
                that
                this provision shall not operate or be construed as extending the
                Term or
                prohibiting or delaying a Party’s exercise of any right it may have to
                terminate this Agreement in accordance with this Agreement. For the
                avoidance of doubt, TXUED Data may not be withheld by Vendor pending
                the
                resolution of any dispute.

            


    

     

    
      	
              17.4

            	
              Governing
                Law.
                This Agreement and performance under it shall be governed by and
                construed
                in accordance with the applicable Laws of the State of Texas,
                without giving effect to any choice or conflicts of Law provision
                or rule
                (whether of the State of Texas or any other jurisdiction) that would
                cause
                the application of the Laws of any other jurisdiction other than
                the State
                of Texas. The Parties mutually agree that this Agreement is a “Major
                Transaction” within the meaning of the Texas Civil Practice and Remedies
                Code, Section 15.020, and as such agree that any action, suit or
                proceeding in any way arising out of this Agreement shall be brought
                in
                the state or federal courts in Dallas County, Texas, and venue shall
                be in
                the state or federal courts in Dallas County, Texas. The application
                of
                the United Nations Convention on Contracts for the International
                Sale of
                Goods is expressly excluded.

            


    

     

    
      	
              18.

            	
              TERMINATION

            


    

     

    
      	
              18.1

            	
              Termination
                for Cause.

            


    

     

    
      	 	
              (a)

            	
              By
                TXUED.
                If Vendor:

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (i)

            	
              commits
                a material breach of this Master Agreement, which breach is not cured
                within forty-five (45) days after notice of the breach from TXUED;
                provided that such forty-five (45) day period shall be extended for
                up to
                one-hundred thirty-five (135) additional days so long as Vendor has
                commenced and is diligently using 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 Master Agreement which is not capable of
                being
                cured (including with the payment of money damages, when appropriate)
                within the period specified pursuant to Section 18.1(a)(i);

            


    

     

    
      	 	
              (iii)

            	
              commits
                numerous breaches of this Master Agreement 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
                for up to one-hundred thirty-five (135) additional days so long as
                Vendor
                has commenced and is diligently using 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 breaches 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 Master Agreement of 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 clauses (A) and (B); or

            


    

     

    
      	 	
              (iv)

            	
              commits
                a breach of Section
                4.1(e),
                which breach is not cured within forty-five (45) days after notice
                of the
                breach from TXUED;

            


    

     

    then
      TXUED may, by giving notice to Vendor, terminate this 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.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              18.2

            	
              Reserved.

            


    

     

    
      	
              18.3

            	
              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
                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 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.

            


    

     

    
      	
              18.4

            	
              TXUED
                Rights Upon Vendor’s Bankruptcy.

            


    

     

    
      	 	
              (a)

            	
              General
                Rights.
                In the event of Vendor’s bankruptcy or other formal procedure referenced
                in Section 18.3
                or
                of the filing of any petition under bankruptcy Laws affecting the
                rights
                of Vendor which is not stayed or dismissed within thirty (30) days
                of
                filing, in addition to the other rights and remedies set forth herein,
                to
                the maximum extent permitted by Law, TXUED will have the immediate
                right
                to retain and take possession for safekeeping all TXUED Data, TXUED
                Proprietary Information, TXUED licensed Materials, TXUED owned equipment,
                TXUED owned systems, TXUED owned Materials, Work Product and all
                other
                Resources to which TXUED is or would be entitled during the Term
                or upon
                the expiration or termination of this Agreement. Vendor shall cooperate
                fully with TXUED and assist TXUED in identifying and taking possession
                of
                the items listed in the preceding sentence. TXUED will have the right
                to
                hold such TXUED Data, Proprietary Information and Resources until
                such
                time as the trustee or receiver in bankruptcy or other appropriate
                insolvency office holder can provide adequate assurances and evidence
                to
                TXUED that they will be protected from sale, release, inspection,
                publication, or inclusion in any publicly accessible record, document,
                material or filing. Vendor and TXUED agree that without this material
                provision, TXUED would not have entered into this Agreement or provided
                any right to the possession or use of TXUED Data, Proprietary Information,
                or Resources covered by this
                Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              TXUED
                Rights in Event of Bankruptcy Rejection.
                Notwithstanding any other provision of this Agreement to the contrary,
                in
                the event that Vendor becomes a debtor under the United States Bankruptcy
                Code (11 U.S.C. §101 - 1330 as amended (the “Bankruptcy
                Code”))
                and rejects this Agreement pursuant to Section 365 of the Bankruptcy
                Code (a “Bankruptcy
                Rejection”),
                (i) any and all of the licensee and sublicensee rights of TXUED
                arising under or otherwise set forth in this Agreement, including
                the
                rights of TXUED referred to in the Services Agreements, shall be
                deemed
                fully retained by and vested in TXUED as protected intellectual property
                rights under Section 365(n)(1)(B) of the Bankruptcy Code and further
                shall be deemed to exist immediately before the commencement of the
                bankruptcy case in which Vendor is the debtor, (ii) TXUED shall have
                all of the rights afforded to non-debtor licensees and sublicensees
                under
                Section 365(n) of the Bankruptcy Code; and (iii) to the extent
                any rights of TXUED under this Agreement which arise after the termination
                or expiration of this Agreement are determined by a bankruptcy court
                not
                to be “intellectual property rights” for purposes of Section 365(n),
                all of such rights shall remain vested in and fully retained by TXUED
                after any Bankruptcy Rejection as though this Agreement were terminated
                or
                expired. TXUED shall under no circumstances be required to terminate
                this
                Agreement after a Bankruptcy Rejection in order to enjoy or acquire
                any of
                its rights under this Agreement, including without limitation any
                of the
                rights of TXUED referenced in the Services
                Agreements.

            


    

     

    
      	
              18.5

            	
              Utility
                Regulation. It
                is not intended that Vendor be an “electric utility” (as defined in the
                Texas Public Utility Regulatory Act). If the PUC, or another governmental
                body or court of competent jurisdiction, determines that Vendor is
                an
                electric utility within the meaning of the Texas Public Utility Regulatory
                Act, the Parties will use commercially reasonable efforts to cause
                that
                determination to be reversed or overruled, whether by contesting
                it
                appropriately, remediating the underlying cause of the determination,
                or a
                combination thereof. If such determination has not been reversed
                or
                overruled within one hundred eighty (180) days thereof, then such
                commercially reasonable efforts thereafter also shall include the
                Parties’
                good faith negotiations in an effort to revise the Services so as
                to cause
                Vendor not to be considered an electric utility by such PUC. If,
                notwithstanding such reasonable efforts, such determination has not
                been
                reversed or overruled within two hundred and seventy (270) days thereof,
                then either Party may, by giving notice to the other Party, terminate
                this
                Agreement as of a date specified in the notice of termination, which
                notice may be given at any time after the expiration of such two
                hundred
                and seventy (270) day period (provided that the PUC’s determination has
                not subsequently been reversed or overruled prior to such date in
                said
                termination notice).

            


    

     

    
      	
              18.6

            	
              Reserved.

            


    

     

    
      	
              18.7

            	
              Reserved.

            


    

     

    
      	
              18.8

            	
              Reserved.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              18.9

            	
              Termination
                For Convenience.
                Commencing on the second (2nd)
                anniversary of the Services Agreement Commencement Date for a Services
                Agreement, TXUED may terminate that Services Agreement for convenience
                and
                without cause effective as of any date by giving Vendor notice of
                such
                termination at least one-hundred eighty (180) days prior to the
                termination date specified in the notice. Upon the Substantial Completion
                of all Termination Assistance Services requested by TXUED in accordance
                with the provisions of this Master Agreement and the applicable Services
                Agreement(s), TXUED shall pay to Vendor the Termination Charges set
                forth
                in Schedule
                N
                to
                the applicable Services
                Agreement(s).

            


    

     

    
      	
              18.10

            	
              Cross
                Termination Rights and Termination Charges.

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              Upon
                the expiration or termination of this Master Agreement all of the
                Services
                Agreements shall automatically
                terminate.

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

            	
              If
                TXUED terminates a portion of any Services under any Services Agreement
                (to the extent expressly permitted by this Agreement) and subsequently
                terminates the remaining portion of that Services Agreement in whole
                under
                Section
                18.9,
                then the applicable Termination Charges shall be adjusted in accordance
                with Schedule
                N
                to
                such Services Agreement, or in the absence of any provisions in
                Schedule
                N
                to
                such Services Agreement, the applicable Termination Charges shall
                be
                equitably reduced in proportion to the portion of the Services that
                TXUED
                previously terminated in part.

            


    

     

    
      	
              18.11

            	
              Equitable
                Remedies.
                Vendor acknowledges that, in the event it breaches (or attempts or
                threatens to breach) its obligation to provide Termination Assistance
                Services as provided in Section 4.2,
                its obligation respecting continued performance in accordance with
                Section 17.3,
                or its obligations respecting Proprietary Information in Section
                12.3,
                TXUED will be irreparably harmed. In such a circumstance, TXUED may
                proceed directly to court. If a court of competent jurisdiction should
                find that Vendor has breached (or attempted or threatened to breach)
                any
                such obligations, Vendor agrees that without any additional findings
                of
                irreparable injury or other conditions to injunctive relief (including
                without the posting of any bond), it shall not oppose the entry of
                an
                appropriate order compelling performance by Vendor and restraining
                it from
                any further breaches (or attempted or threatened breaches). TXUED
                acknowledges that, in the event it breaches (or attempts or threatens
                to
                breach) its obligations respecting Proprietary Information in Section
                12.3,
                Vendor will be irreparably harmed. In such a circumstance, Vendor
                may
                proceed directly to court. If a court of competent jurisdiction should
                find that TXUED has breached (or attempted or threatened to breach)
                any
                such obligations, TXUED agrees that without any additional findings
                of
                irreparable injury or other conditions to injunctive relief (including
                without the posting of any bond), it shall not oppose the entry of
                an
                appropriate order compelling performance by TXUED and restraining
                it from
                any further breaches (or attempted or threatened
                breaches).

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              19.

            	
              GENERAL

            


    

     

    
      	
              19.1

            	
              Binding
                Nature and Assignment.
                This Agreement is binding on the Parties and their respective successors
                and permitted assigns. Neither Party may, nor will it have the power
                to,
                assign this Agreement without the prior written consent of the other
                Party. Any attempted assignment that does not comply with the terms
                of
                this Section shall be null and
                void.

            


    

     

    
      	
              19.2

            	
              Entire
                Agreement; Amendment.
                The Transaction Documents constitute
                the entire agreement between the Parties with respect to the subject
                matter hereof and thereof. There are no agreements, representations,
                warranties, promises, covenants, commitments or undertakings other
                than
                those expressly set forth herein or therein. The Transaction Documents
                supersede all prior agreements, representations, warranties, promises,
                covenants, commitments or undertaking, whether written or oral, with
                respect to the subject matter contained herein and therein. No amendment,
                modification, change, waiver, or discharge hereof or any increase
                in the
                volume or type of Services (including New Services) shall be valid
                unless
                in writing and signed by, in the case of TXUED, the TXUED Account
                Executive, and in the case of Vendor, the Vendor Account Executive.
                

            


    

     

    
      	
              19.3

            	
              Notices.
                All notices, notifications, requests, demands, waivers, consents,
                approvals, agreements, authorizations, acknowledgments, communications
                or
                determinations required under this Agreement shall be in writing
                and shall
                be delivered in hard copy using one of the following methods and
                shall be
                deemed delivered upon receipt: (i) by hand; (ii) by an express
                courier with a reliable system for tracking delivery; or (iii) by
                registered or certified mail, return receipt requested, postage prepaid
                as
                follows:

            


    

     

    In
      the
      case of TXUED:

     

    TXU
      ELECTRIC DELIVERY COMPANY 

    500
      N.
      Akard Street

    14th
      Floor

    Dallas,
      Texas 75201

    Attention:
      Chief Executive Officer

     

    With
      a
      copy to:

     

    TXU
      ELECTRIC DELIVERY COMPANY 

    500
      N.
      Akard Street

    14th
      Floor

    Dallas,
      Texas 75201

    Attention:
      Chief Legal Officer

     

    and

     

    In
      the
      case of Vendor:

     

    INFRASTRUX
      ENERGY SERVICES GROUP LP

    115
      W.
      7th
      Street

    Fort
      Worth, Texas 76101

    Attention:
      Chief Executive Officer

    With
      a
      copy to:

     

    INFRASTRUX
      ENERGY SERVICES GROUP LP

    c/o
      Infrastrux Energy Group, Inc.

    10900
      N.E. 4th
      Street

    Suite
      1900

    Bellevue,
      Washington 98004 

    Attention:
      Chief Executive Officer


    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    A
      Party
      may change its address or designee for notification purposes by giving the
      other
      Party notice of the new address or designee at least thirty (30) days prior
      to
      the date upon which it shall become effective.

     

    
      	
              19.4

            	
              Counterparts.
                This Agreement may be executed in several counterparts, all of which
                taken
                together shall constitute one single agreement between the Parties
                hereto.

            


    

     

    
      	
              19.5

            	
              Headings.
                The article and section headings and the table of contents used in
                this
                Agreement are for reference and convenience only and shall not be
                considered in the interpretation of this
                Agreement.

            


    

     

    
      	
              19.6

            	
              Relationship
                of Parties.
                Neither Party is an agent of the other Party and neither Party has
                the
                right, power or authority, expressly or impliedly, to represent or
                bind
                the other Party as to any matters, except as expressly authorized
                in this
                Agreement.

            


    

     

    
      	
              19.7

            	
              Severability.
                In the event that any provision of this Agreement conflicts with
                the Law
                under which this Agreement is to be construed or if any such provision
                is
                held invalid or unenforceable by a court with jurisdiction over the
                Parties, such provision shall be deemed to be restated to reflect
                as
                nearly as possible the original intentions of the Parties in accordance
                with applicable Law. The remaining provisions of this Agreement and
                the
                application of the challenged provision to persons or circumstances
                other
                than those as to which it is invalid or unenforceable shall not be
                affected thereby, and each such provision shall be valid and enforceable
                to the full extent permitted by
                Law.

            


    

     

    
      	
              19.8

            	
              Approvals
                and Consents.
                An approval or consent given by a Party under this Agreement shall
                not
                relieve the other Party from responsibility for complying with the
                requirements of this Agreement, nor shall it be construed as a waiver
                of
                any rights under this Agreement, except as and to the extent otherwise
                expressly provided in such approval or consent. Except as specifically
                set
                forth in this Agreement, all consents, approvals, requests and
                authorizations to be given by either Party under this Agreement will
                not
                be unreasonably made, withheld, delayed or denied.
                

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              19.9

            	
              Waiver
                of Default; Cumulative
                Remedies.

            


    

     

    
      	 	
              (a)

            	
              Waiver
                of Default.
                A
                delay or omission by either Party in exercising any right or power
                under
                this Agreement shall not be construed to be a waiver thereof. A waiver
                by
                either of the Parties of any of the covenants to be performed by
                the other
                or any breach thereof shall not be construed to be a waiver of any
                succeeding breach thereof or of any other covenant. All waivers must
                be in
                writing and signed by the Party waiving its
                rights.

            


    

     

    
      	 	
              (b)

            	
              Cumulative
                Remedies.
                All remedies provided for in this Agreement shall be cumulative and
                in
                addition to and not in lieu of any other remedies available to either
                Party at Law, in equity or
                otherwise.

            


    

     

    
      	
              19.10

            	
              Survival.
                Any provision of this Agreement which contemplates performance or
                observance subsequent to any termination or expiration of this Agreement
                shall survive any termination or expiration of this Agreement and
                continue
                in full force and effect. 

            


    

     

    
      	
              19.11

            	
              Publicity.
                Neither Party shall use the other Party’s or the other Party’s Affiliates’
                name(s), trade or service mark(s) or other identifying information
                or
                refer to the other Party directly or indirectly in any media release,
                public announcement, or public disclosure relating to this Agreement,
                including in any advertising, promotional or marketing materials,
                customer
                lists or business presentations without the prior written consent
                of the
                other Party prior to each such use or release. Upon Vendor’s request,
                TXUED shall cooperate with Vendor, at Vendor’s expense, in marketing to
                third parties the services offered by the
                Vendor.

            


    

     

    
      	
              19.12

            	
              Export.
                The Parties acknowledge that certain equipment, Software and technical
                data to be provided hereunder and certain transactions hereunder
                may be
                subject to export controls under the Laws and regulations of the
                United
                States, the European Union, the United Nations and other jurisdictions.
                No
                Party shall export or re-export any such items or any direct product
                thereof or undertake any transaction or service in violation of any
                such
                Laws or regulations. To the extent within Vendor’s control, Vendor shall
                be responsible for, and shall coordinate and oversee, compliance
                with such
                export Laws in respect of such items exported or imported
                hereunder.

            


    

     

    
      	
              19.13

            	
              Third
                Party Beneficiaries.
                Except as expressly provided herein, this Agreement is entered into
                solely
                between, and may be enforced only by, TXUED and Vendor. This Agreement
                shall not be deemed to create any rights or causes of action in or
                on
                behalf of any third parties, including without limitation employees,
                suppliers and customers of a Party, or to create any obligations
                of a
                Party to any such third parties. Notwithstanding the immediately
                preceding
                sentence, Vendor acknowledges and agrees that (a) TXUED shall be
                entitled
                to assert actions and claims against Vendor on behalf of each Eligible
                Recipient that has received Services as if such Eligible Recipient
                were a
                party to this Agreement, (b) direct damages suffered by each Eligible
                Recipient arising out of or relating to Vendor’s performance or failure to
                perform under this Agreement shall be deemed to be direct damages
                of TXUED
                and (c) the damages suffered by each Eligible Recipient of the type
                contemplated and limited by Section 16.2
                shall be deemed to be damages of TXUED under Section 16.2;
                provided, that if any Law nullifies or limits the results intended
                by this
                sentence, each adversely affected Eligible Recipient shall be considered
                an express third party beneficiary of this Agreement and shall be
                entitled
                to assert actions and claims directly against Vendor as if such Eligible
                Recipient were a party to this
                Agreement.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	
              19.14

            	
              Assignment
                of Agreement For Financing.
                Vendor may assign, transfer, pledge, hypothecate or otherwise encumber
                all
                of its right, title and interest in, to and under this 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 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 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.

            


    

     

    
      	
              19.15

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


            


    

     

    
      	
              19.16

            	
              Hiring
                of Employees.

            


    

     

    
      	 	
              (a)

            	
              Solicitation.
                Except as expressly set forth herein, during the Term, Vendor will
                not
                solicit for employment, directly or indirectly, any employees of
                TXUED
                without the prior approval of TXUED. Except as expressly set forth
                in this
                Agreement, during the Term TXUED will not solicit for employment,
                directly
                or indirectly, any employee of Vendor without the prior consent of
                Vendor.
                In each case, the prohibition on solicitation shall extend ninety
                (90)
                days after the termination of the employee’s employment. These provisions
                shall not operate or be construed to prevent or limit and employee’s right
                to practice his or her profession or to utilize his or her skills
                for
                another employer or to restrict any employee’s freedom of movement or
                association.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    MASTER
      AGREEMENT

     

     

    
      	 	
              (b)

            	
              Publications.
                Neither the publication of classified advertisements in newspapers,
                periodicals, Internet bulletin boards, or other publications of general
                availability or circulation nor the consideration and hiring of persons
                responding to such advertisements shall be deemed a breach of this
                Section, unless the advertisement and solicitation is undertaken
                as a
                means to circumvent or conceal a violation of this provision and/or
                the
                hiring party acts with knowledge of this hiring
                prohibition.

            


    

     

    
      	
              19.17

            	
              Further
                Assurances.
                Each Party covenants and agrees that, subsequent to the execution
                and
                delivery of this Agreement and without any additional consideration,
                each
                Party shall execute and deliver any further legal instruments and
                perform
                any acts that are or may become necessary to effectuate the purposes
                of
                this Agreement.

            


    

     

    
      	
              19.18

            	
              Liens.
                Except for those liens that are filed as a result of a bona fide
                dispute
                regarding TXUED’s failure to pay any amount owed Vendor hereunder, Vendor
                will not file, or by its action or inaction permit any of its Affiliates
                or Subcontractors to file, any liens on or against property or realty
                of
                TXUED. In the event that any such liens arise as a result of Vendor’s
                action or inaction, Vendor will obtain a bond to fully satisfy such
                liens
                or otherwise remove such liens at its sole cost and expense within
                ten
                (10) days.

            


    

     

    
      	
              19.19

            	
              Acknowledgment.
                The Parties each acknowledge that the terms and conditions of this
                Agreement have been the subject of active and complete negotiations,
                and
                that such terms and conditions should not be construed in favor of
                or
                against any Party by reason of the extent to which any Party or its
                professional advisors participated in the preparation of this
                Agreement.

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      MASTER
        AGREEMENT

    

    
 

    IN
      WITNESS WHEREOF,
      the
      Parties have caused this Master Agreement to be executed by their respective
      duly authorized representatives as of the Master 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 Master Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED EXHIBIT 1

    MASTER
      AGREEMENT

     

     

    MASTER
      AGREEMENT DEFINITIONS

    


    


    References
      to the preamble, articles, sections and exhibits in this Exhibit 1
      are to
      the preamble, Articles and Sections of, and Exhibits to, the Master Agreement
      unless otherwise specified.

     

    “Affiliate”
shall
      mean, generally, with respect to any Entity, any other Entity Controlling,
      Controlled by or under common Control with such Entity at the time in question;
      provided that Vendor and Vendor’s Affiliates shall not constitute Affiliates of
      TXUED and TXUED and TXUED’s Affiliates shall not constitute Affiliates of Vendor
      for purposes of this Agreement.

     

    “Affiliate
      Standards”
shall
      have the meaning given in Section
      6.3(a).

     

    “Agreement”
shall
      have the meaning given in Section 
      2.2.

     

    “Applications
      Software”
or
      “Applications”
shall
      mean those software application programs and programming (and all modifications,
      enhancements, improvements, documentation and Upgrades thereto and Derivative
      Works thereof) used to support day-to-day business operations and accomplish
      specific business objectives. Applications Software shall mean all such programs
      or programming in use as of the applicable Services Agreement Effective Date,
      including those set forth in Schedule H
      to the
      applicable Services Agreement, those which were necessary to perform the
      Services, and those as to which Vendor received reasonable notice and/or
      reasonable access prior to the Services Agreement Effective Date. Applications
      Software also shall include all such programs or programming developed and/or
      introduced by or for TXUED on or after the Services Agreement Effective
      Date.

     

    “Arbitrable
      Disputes”
shall
      mean any dispute arising out of or relating to the Change Control Process
      (including disputes as to the existence of a Material Change), provided that
      such dispute must both (i) primarily involve an amount in dispute the net
      present value of which exceeds three hundred thousand dollars ($300,000) in
      the
      aggregate (but only if and to the extent such dispute involves an amount in
      dispute) and (ii) not have been resolved in accordance with Section 17.1(a)
      or
      resolved in accordance with Section
      17.1(b)
      within
      thirty (30) days after the initial notice under Section 17.1(a)
      referring the dispute to the senior corporate executives.

     

    “Audit
      Area”
      shall
      have the meaning given in Section
      8.4(e).

    


    “Bankruptcy
      Code”
shall
      have the meaning given in Section
      18.4(b).

     

    “Bankruptcy
      Rejection”
shall
      have the meaning given in Section
      18.4(b).

     

    “Bi-Monthly
      Invoice”
shall
      have the meaning given in Section
      11.1(a).

     

    “Business
      Unit”
or
      “BU”
shall
      mean business entities responsible for the support and delivery of business
      functions within TXUED. These Business Units include, for example, the TXUED
      Business Units of Transmission and Distribution.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

    

     

    “Cabling”
shall
      mean the electric connection between the Equipment and jack, including physical
      cabling media, peripheral cabling used to interconnect electronic equipment,
      all
      terminating hardware and cross connect fields, but not including conduits and
      pathways.

     

    “Change”
shall
      mean any one or more of the following: an increase or decrease to the Charges,
      an addition of a new Charge, a deletion of a Charge, a modification to the
      method for determining a Charge, a modification to the Services, an addition
      of
      a Service (excluding New Services), a removal of a Service or any other change
      or modification to any term or condition of this Agreement.

     

    “Change
      Control Process”
shall
      mean the process for addressing changes to the Services set forth in
Exhibit
      8.

     

    “Change
      in Control”
      shall
      mean the (a) consolidation or merger of an Entity with or into any other
      Entity (other than one or more Affiliates of the Entity), (b) sale,
      transfer or other disposition of all or substantially all of the assets of
      an
      Entity (other than to one or more Affiliates of such Entity) in one transaction
      or a series of related transactions or (c) acquisition by any Entity, or
      group of Entities acting in concert, of beneficial ownership (as defined in
      Rule
      13d-3 of the Securities Exchange Act of 1934) or voting control of 50% or more
      (or such lesser percentage that constitutes Control) of the outstanding voting
      securities or other ownership interests of an Entity that is not an Affiliate
      of
      one or more of such acquiring Entities.

     

    “Change
      Order”
shall
      have the meaning given in Exhibit
      8.

     

    “Change
      Proposal”
shall
      have the meaning given in Exhibit
      8.

     

    “Change
      Request”
shall
      have the meaning given in Exhibit
      8.

     

    “Charges”
shall
      mean the amounts set forth in Exhibit
      11
      as
      charges for the Services. 

     

    “Compliance”,
      “Compliant”
and
      “Comply”
shall
      mean, with respect to Resources, Work Product or other contract deliverables
      to
      be acquired, obtained, made, created, built, constructed, developed,
      implemented, designed, delivered, integrated, installed and/or tested by Vendor,
      such Resources, Work Product or other contract deliverables shall conform with
      their applicable Specifications, if any, in all material respects and shall
      provide the functions and features and operate in the manner described therein
      or as otherwise agreed by the Parties. 

     

    “Construction”
shall
      have the meaning given in the Field Services Agreement.

     

    “Contract
      Period”
shall
      have the meaning given in Section
      1.2(a).

     

    “Contract
      Records”
      shall
      have the meaning given in Section 8.4(a).

     

    “Contract
      Year” shall
      have the meaning set forth in the applicable Services Agreement, and to the
      extent this term relates to this Master Agreement, Contract Year shall have
      the
      meaning set forth in the Field Services Agreement.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Control”
and
      its
      derivatives shall mean: (a) the beneficial ownership (as defined or
      determined pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as
      amended) of at least fifty percent (50%) of the aggregate of all voting
      equity interests in an Entity; (b) the right to appoint, directly or
      indirectly, a majority of the board of directors; or (c) the right to
      control, directly or indirectly, the management or direction of the Entity
      by
      contract or corporate governance document.

     

    “Cumulative
      Spend Commitment”
shall
      have the meaning given in Section
      1.2(a).

     

    “Cumulative
      Total Spend”
shall
      have the meaning given in Section
      1.2(a).

     

    “Damages
      Cap”
shall
      have the meaning given in Section
      16.2(b).

     

    “Derivative
      Work”
shall
      mean a work based on one or more preexisting works, including a condensation,
      transformation, translation, modification, expansion, or adaptation, that,
      if
      prepared without authorization of the owner of the copyright of such preexisting
      work, would constitute a copyright infringement under applicable Law, but
      excluding the preexisting work.

     

    “Distribution
      System”
      shall
      have the meaning given to such term in the Field Services
      Agreement.

     

    “Eligible
      Recipients”
shall
      mean, collectively, and to the extent such Entity is receiving Services under
      this Agreement, the following:

     

    
      	 	
              (a)

            	
              TXU
                Electric Delivery Company;

            


    

     

    
      	 	
              (b)

            	
              any
                Entity that purchases after the applicable Services Agreement Effective
                Date (i) from TXUED or (ii) from any Entity that is created using
                assets
                of TXUED, in either case (i) or (ii) less than substantially all
                of the
                assets of TXUED or such Entity, or of any division, marketing unit,
                Business Unit, or manufacturing, research or development facility
                thereof,
                provided that such acquiring Entity shall only be entitled to receive
                Termination Assistance Services hereunder and such acquiring Entity
                must
                agree in writing to be bound by the terms and conditions of this
                Agreement;

            


    

     

    
      	 	
              (c)

            	
              any
                Entity that purchases after the applicable Services Agreement Effective
                Date (i) from TXUED or (ii) from any Entity that is created using
                assets
                of TXUED, in either case (i) or (ii) all or substantially all of
                the
                assets of TXUED or such Entity, or of any division, marketing unit,
                Business Unit, or manufacturing, research or development facility
                thereof,
                provided that such acquiring Entity must agree in writing to be bound
                by
                the terms and conditions of this
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              any
                Entity that after the applicable Services Agreement Effective Date
                is
                created using assets of TXUED, provided that such Entity agrees in
                writing
                to be bound by the terms and conditions of this
                Agreement;

            


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (e)

            	
              any
                Entity to which TXUED or an Affiliate of TXUED outsources any of
                its
                existing functions to the extent needed for such Entity to continue
                performing such function for TXUED or its Affiliates, or any other
                customer of such Entity; and

            


    

     

    
      	 	
              (f)

            	
              other
                entities to which the Parties
                agree.

            


    

     

    Eligible
      Recipients shall include any Entity that is a contractor, subcontractor, agent
      or representative of the Entities identified as Eligible Recipients in this
      definition.

     

    “Employment
      Costs”
      shall
      have the meaning given in Section
      8.8.

     

    “Employment
      Effective Date”
shall
      have the meaning set forth in Exhibit
      2.

     

    “End
      User”
shall
      mean, collectively, all Eligible Recipients (and their respective employees,
      contractors, subcontractors, agents and representatives, other than Vendor
      and
      its Subcontractors) designated by TXUED to receive or use the Services provided
      by Vendor.

     

    “Entity”
shall
      mean a corporation, partnership, joint venture, trust, limited liability
      company, limited liability partnership, association or other organization or
      entity.

     

    “Equipment”
shall
      mean all computing (hardware and firmware), networking, communications, and
      related computing equipment (and all attachments, modifications, enhancements,
      improvements, documentation and Upgrades thereto) procured, provided, operated,
      supported, or used by Vendor in connection with the Services, including
      (i) mainframe, midrange, server and distributed computing equipment and
      associated attachments, features, accessories, peripheral devices, and Cabling,
      (ii) personal computers, laptop computers, workstations and personal data
      devices and associated attachments, features, accessories, printers,
      multi-functional printers, peripheral or network devices, and Cabling, and
      (iii) voice, data, video and wireless telecommunications and network and
      monitoring equipment and associated attachments, features, accessories, cell
      phones, peripheral devices, and Cabling.

     

    “Event
      of Loss”
shall
      have the meaning given in Section
      2(a)
      of
Exhibit
      9.

     

    “Field
      Services Agreement” shall
      mean the Field Services Agreement dated as of the Master Agreement Effective
      Date between the Parties.

     

    “Income
      Tax”
shall
      mean any tax on or measured by the net income of a Party (including taxes on
      capital or net worth that are imposed as an alternative to a tax based on net
      or
      gross income), or taxes which are of the nature of excess profits tax, minimum
      tax on tax preferences, alternative minimum tax, accumulated earnings tax,
      personal holding company tax, capital gains tax or franchise tax for the
      privilege of doing business.

     

    “Initial
      Services Agreement”
shall
      mean the Field Services Agreement.

     

    “Initial
      Term”
shall
      have the meaning given in Section 3.1.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Key
      Vendor Personnel”
shall
      mean the Vendor Personnel filling the positions designated in Schedule C
      to the
      applicable Services Agreement as Key Vendor Personnel.

     

    “Laws”
shall
      mean all applicable federal, state, provincial, regional, territorial and local
      laws, statutes, ordinances, regulations, rules, executive orders, supervisory
      requirements, directives, circulars, opinions, interpretive letters and other
      official releases of or by any government, or any authority, department or
      agency thereof, including any amendments thereto.

     

    “Losses”
shall
      mean all losses, liabilities, damages, fines, penalties and claims (including
      taxes), and all related costs and expenses (including reasonable legal fees
      and
      disbursements and costs of investigation, litigation, settlement, judgment,
      interest and penalties).

     

    “LTE”
      shall
      have the meaning given in Section
      1.2(f).

     

    “Maintenance”
shall
      have the meaning given in the Field Services Agreement.

     

    “Managed
      Third Party Agreements”
shall
      mean those Third Party Contracts between third parties and TXUED that have
      been
      or will be used to provide the Services and are managed and administered by
      Vendor. The Managed Third Party Agreements are identified in Schedule
      E.5
      to the
      applicable Services Agreement.

     

    “Master
      Agreement”
shall
      mean this Master Framework Agreement dated as of the Master Agreement Effective
      Date between the Parties.

     

    “Master
      Agreement Effective Date”
shall
      have the meaning given in the preamble.

     

    “Master
      Lease Agreement”
shall
      mean that certain Master Lease Agreement between the Parties and dated as of
      the
      Master Agreement Effective Date.

     

    “Material
      Change”
shall
      mean a change or related changes in circumstances or the occurrence of an event
      or related events, in each case that is beyond the reasonable control of Vendor,
      except to the extent that Vendor is at fault in failing to prevent or causing
      such circumstance or event, that individually or cumulatively result or results
      in either (i) a material change to any Service or Services, including the
      manner in which the Services are performed, or (ii) materially different
      levels of effort, Resources or expense from Vendor, including materially
      different levels of time, expense or cost (including general cost structure)
      to
      perform any Service or Services.

     

    “Materials”
shall
      mean, collectively, Software, literary works, other works of authorship,
      specifications, designs, analyses, processes, methodologies, concepts,
      inventions, know-how, programs, program listings, programming tools,
      documentation, reports, drawings and databases, whether tangible or intangible
      (and all modifications, enhancements, improvements, documentation and Upgrades
      thereto and Derivative Works thereof).

     

    “New
      Services”
shall
      mean a new service or services or a change or changes to any existing Service
      or
      Services requested by TXUED or required by applicable Laws, that: (i) are
      materially different from the Services being performed as of the Services
      Agreement Commencement Date for the applicable Services Agreement (including
      the
      manner in which the Services are performed), as amended by all Change Orders;
      or
      (ii) require materially different levels of effort, Resources or expense
      from Vendor from the levels of effort, Resources or expense required as of
      the
      Services Agreement Commencement Date for the applicable Services Agreement
      (including the manner in which the Services are performed), as amended by all
      Change Orders. For the avoidance of doubt, New Services shall not include
      increases in the volume of Services to be provided by Vendor, which increases
      will give rise to an increase in Charges in accordance with Exhibit
      11.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “New
      Services Agreement”
shall
      mean a services agreement entered into between the Parties after the Master
      Agreement Effective Date.

     

    “Notice
      of Election”
shall
      have the meaning given in Section
      15.4(a).

     

    “TXUED”
      shall
      have the meaning given in the preamble.

     

    “TXUED
      2004 Base
      Case”
shall
      mean the summary financial base case attached as Schedule K to
      the
      applicable Services Agreement, as well as the detailed financial and budget
      information underlying such summary base case.

     

    “TXUED
      Affected Personnel”
shall
      mean the employees of TXUED or its Affiliates who performed any of the Services
      during the twelve (12) months preceding the applicable Services Agreement
      Effective Date.

     

    “TXUED
      Account Executive”
shall
      have the meaning given in Section 9.1(a).

     

    “TXUED
      Data”
shall
      mean any data or information of TXUED that is provided to or obtained by Vendor
      in connection with the negotiation and execution of this Agreement or the
      performance of its obligations under this Agreement, including data and
      information with respect to the businesses, customers, operations, facilities,
      products, rates, regulatory compliance, competitors, consumer markets, assets,
      expenditures, mergers, acquisitions, divestitures, billings, collections,
      revenues and finances of TXUED. TXUED Data also shall mean any data or
      information created, generated, collected or processed by Vendor in the
      performance of its obligations under this Agreement, including data processing
      input and output, service level measurements, asset information, Reports, third
      party service and product agreements, contract charges, and retained and
      Pass-Through Expenses, solely related to TXUED. TXUED Data shall not include
      Vendor Data.

     

    “TXUED
      Facilities”
shall
      mean the facilities listed in Schedule O.1
      to the
      applicable Services Agreement provided by TXUED for the use of Vendor to the
      extent necessary to provide the Services. TXUED Facilities do not include any
      facilities subject to that certain Master Lease Agreement dated as of the Master
      Agreement Effective Date by and between TXU Electric Delivery Company and
      Vendor.

     

    “TXUED
      Personal Data” shall
      mean that portion of TXUED Data that is subject to any Privacy
      Laws.

     

    
      
        
          
          

        

        
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “TXUED
      Personnel”
shall
      mean the employees, agents, contractors or representatives of TXUED or its
      Affiliates.

     

    “TXUED
      Rules”
shall
      have the meaning given in Section 6.3(a).

     

    “TXUED
      Sites”
or
      “Sites”
shall
      mean the offices or other facilities listed on Schedule
      E.4
      to the
      applicable Services Agreement at or to which Vendor is to provide the
      Services.

     

    “TXUED
      Standards”
shall
      have the meaning given to such term in the applicable Services
      Agreement.

     

    “TXUED
      Third Party Contractors”
shall
      have the meaning given in Section 4.3(a).

     

    “Operating
      System Software”
shall
      mean all software programs and programming (and all modifications, enhancements,
      improvements, documentation and Upgrades thereto and Derivative Works thereof)
      that are used to deliver and manage Services on a particular hardware platform
      including operating systems (e.g., UNIX, Windows, VM and MVS) and network
      operating systems (e.g., NT Server, Windows, and Novell). Operating System
      Software shall include all such programs or programming in use as of the
      applicable Services Agreement Effective Date, including those set forth in
      Schedule H
      to the
      applicable Services Agreement, those as to which the license, maintenance or
      support costs are included in the applicable TXUED 2004 Base Case, and those
      as
      to which Vendor received reasonable notice and/or reasonable access prior to
      the
      applicable Services Agreement Effective Date. Operating System Software also
      shall include all such programs or programming developed and/or introduced
      by or
      for TXUED after the applicable Services Agreement Effective Date.

     

    “Out-of-Pocket
      Expenses”
shall
      mean reasonable, demonstrable and actual out-of-pocket expenses due and payable
      to a third party by Vendor in accordance with the Policy and Procedures Manual
      or that are approved in advance by TXUED and for which Vendor is entitled to
      be
      reimbursed by TXUED under this Agreement. Out-of-Pocket Expenses shall not
      include Vendor’s overhead costs (or allocations thereof), general and/or
      administrative expenses or other mark-ups. Out-of-Pocket Expenses shall be
      calculated at Vendor’s actual incremental expense and shall be net of all
      rebates and allowances.

     

    “Parties”
shall
      have the meaning given in the recitals to this Master Agreement.

     

    “Party”
shall
      have the meaning given in the recitals to this Master Agreement.

     

    “Pass-Through
      Expenses”
shall
      mean the expenses so identified in Exhibit
      11
      or
      otherwise agreed by the Parties, as such list may be amended from time to time.
      Unless otherwise agreed, Vendor shall not charge any handling or administrative
      charge in connection with its processing or review of such
      invoices.

     

    “Permitted
      Subcontract”
shall
      have the meaning given in Section
      8.6(a).

     

    “Policy
      and Procedures Manual”
shall
      have the meaning set forth in the applicable Services Agreement.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Privacy
      Laws”
      shall
      mean Laws relating to data privacy, trans-border data flow or data protection
      such as the implementing legislation and regulations of the European Union
      member states under the European Union Directive 95/46/EC.

     

    “Products”
shall
      have the meaning given in Exhibit
      11.

     

    “Proposal”
      shall
      have the meaning given in Section
      17.1(d).

     

    “Proprietary
      Information” shall
      have the meaning given in Section 12.3(a).

     

    “Public
      Utility Regulatory Act”
means
      the Public Utility Regulatory Act, Tex. Util. Code Ann. § 11.001 et.
      seq.
      (Vernon
      1998 & Supp. 2005), as amended.

     

    “PUC”
shall
      mean the Texas Public Utility Commission or any successor thereto.

     

    “Qualified
      Expert(s)”
shall
      have the meaning set forth in Section 17.1(d)(viii).

     

    “Renewal
      Term”
shall
      have the meaning set forth in Section 3.2.

     

    “Reports”
shall
      have the meaning set forth in Section 8.2(a).

     

    “Resources”
shall
      mean labor, materials (including Materials), equipment (including Equipment),
      tools, systems (including Systems), transportation, facilities, services and
      other resources, and all attachments, modifications, enhancements, improvements,
      documentation and Upgrades thereto and Derivative Works thereof.

     

    “Root
      Cause Analysis”
shall
      mean the formal process, specified in the Policy and Procedures Manual, to
      be
      used by Vendor to diagnose the underlying cause of problems at the lowest
      reasonable level so that corrective action can be taken that will eliminate
      repeat failures. 

     

    “SAS
      70 Audit”
shall
      have the meaning given in Section
      8.4(i).

     

    “SAS
      70 Report”
shall
      have the meaning given in Section
      8.4(i).

     

    “Seconded
      TXUED Personnel”
shall
      have the meaning given in Section
      8.8.

     

    “Seconded
      Vendor Personnel”
shall
      have the meaning given in Section
      8.9.

     

    “Service
      Level Credits”
shall
      have the meaning
      given in Section 7.2.

     

    “Service
      Level Defaults”
shall
      mean Service Level Shortfalls as defined in Schedule
      G
      to the
      Field Services Agreement.

     

    “Service
      Levels”
shall
      mean, individually and collectively, the performance standards for the Services
      set forth in Schedule G
      to the
      applicable Services Agreement.

     

    “Service
      Taxes”
shall
      mean all sales, use, excise and other similar transaction-based taxes that
      are
      assessed against either Party on the provision of the Services as a whole,
      or on
      any particular Service received by TXUED from Vendor, excluding Income Taxes,
      or
      on Vendor in connection with Vendor’s performance of the Services.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Services”
shall
      have the meaning given in Section
      4.1(a).

     

    “Services
      Agreements”
shall
      mean, collectively, the Initial Services Agreement and each New Services
      Agreement.

     

    “Services Agreement
      Commencement Date”
shall
      mean the date on which Vendor shall assume responsibility for the Services
      set
      forth in the applicable Services Agreement.

     

    “Services
      Agreement Effective Date”
shall
      mean the date on which the Parties have executed the applicable Services
      Agreement.

     

    “Shared
      Subcontractors”
shall
      have the meaning given in Section
      8.6(b).

     

    “Software”
shall
      mean all software programs and programming (and all modifications, enhancements,
      improvements, documentation and Upgrades thereto and Derivative Works
      thereof).

     

    “Specifications”
shall
      mean, with respect to any Resource, Work Product or other contract deliverable
      to be acquired, obtained, made, created, built, constructed, developed,
      implemented, designed, delivered, integrated, installed and/or tested by Vendor,
      the technical, design and/or functional specifications set forth in (a)
Schedule E
      to the
      applicable Services Agreement, (b) the applicable third party manufacturer
      or
      supplier documentation or (c) the applicable New Services or Work Request
      description requested and/or approved by TXUED, or such other technical design
      and/or functional specifications agreed upon by the Parties.

     

    “Subcontractors”
shall
      mean subcontractors of Vendor, including each Permitted Subcontract and Shared
      Subcontractors.

     

    “Substantial
      Completion”
shall
      mean that the Termination Assistance Services requested by TXUED in accordance
      with the provisions of this Master Agreement and the applicable Services
      Agreement(s) have been completed to TXUED’s reasonable satisfaction in all
      material respects. 

     

    “System”
shall
      mean an interconnected grouping of Equipment, Software and associated
      attachments, features, accessories, peripherals and Cabling, and all
      attachments, modifications, enhancements, improvements, documentation and
      Upgrades to such System. System shall include all Systems in use as of the
      applicable Services Agreement Effective Date, all attachments, modifications,
      enhancements, improvements, documentation and Upgrades to such Systems and
      all
      Systems acquired, obtained, made, created, built, constructed or developed
      by or
      for TXUED or Vendor following the applicable Services Agreement Effective
      Date.

     

    “System
      Change”
shall
      mean any change to the Software, Equipment, System or operating environment
      including without limitation changes to programs, manual procedures, job control
      language statements, distribution parameters, or schedules.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Systems
      Software”
shall
      mean all software programs and programming (and all modifications, enhancements,
      improvements, documentation and Upgrades thereto and Derivative Works thereof)
      that perform tasks basic to the functioning of the Equipment and are required
      to
      operate the Applications Software or otherwise support the provision of Services
      by Vendor. For purposes of this Agreement, Systems Software shall include
      antivirus software, asset management software, local area and wide area network
      software, monitoring software, Operating System Software, problem management
      software, remote management software, system utilities, and System testing
      tools. Systems Software shall include all such programs or programming in use
      as
      of the Services Agreement Effective Date, including those set forth in
Schedule H to
      the
      applicable Services Agreement, those as to which the license, maintenance or
      support costs are included in the TXUED 2004 Base Case, and those as to which
      Vendor received reasonable notice and/or reasonable access prior to the
      applicable Services Agreement Effective Date. Systems Software also shall
      include all such programs or programming developed and/or introduced by or
      for
      TXUED or Vendor after the applicable Services Agreement Effective
      Date.

     

    “Tax
      Authority”
shall
      mean any federal, state, provincial, regional, territorial, local or other
      fiscal, revenue, customs or excise authority, body or official competent to
      impose, collect or asses tax.

     

    “Term”
shall
      have the meaning given in Section 3.2.

     

    “Termination
      Assistance Services”
shall
      mean (i) the Services (including the terminated, insourced, resourced or
      expired Services and, in each case, any replacements thereof or supplements
      thereto), to the extent TXUED requests such Services during the period in which
      Vendor provides the applicable Termination Assistance Services, (ii) the
      termination/expiration assistance provided to TXUED to allow the Services to
      continue without interruption or adverse effect and to facilitate the orderly
      transfer of the Services to TXUED or its designee, as such assistance is further
      described in Section 4.2
      of the
      Master Agreement, and Section
      4.3
      of and
Schedule I to
      the
      applicable Services Agreement and (iii) the performance of any other
      obligation of Vendor upon or in connection with the expiration or termination
      of
      this Agreement.

     

    “Termination
      Charge”
shall
      mean, with respect to any Services Agreement, the applicable termination charges
      payable by TXUED as set forth in Schedule N to
      such
      Services Agreement.

     

    “Third
      Party Contracts”
shall
      mean (i) all agreements between third parties and Vendor and (ii) Managed Third
      Party Contracts, in each case that have been or will be used to provide the
      Services.

     

    “Transaction
      Documents”
shall
      have the meaning given in that certain 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). For the
      avoidance of doubt, the Transaction Documents include this
      Agreement.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Transformation
      Period”
shall
      mean the period that specified in the applicable Services Agreement for
      performance of the Transformation Services.

     

    “Transformation
      Plan”
shall
      mean the plan set forth in Schedule
      S
      to the
      applicable Services Agreement and developed pursuant to such Services Agreement,
      which identifies all material transformation tasks and deliverables to be
      completed by Vendor or TXUED, as applicable, in connection with the
      transformation, and the dates by which each is to be completed by Vendor or
      TXUED, as applicable. 

     

    “Transformation
      Services”
shall
      mean the services, functions and responsibilities described in the applicable
      Services Agreement and in the applicable Transformation Plan to be performed
      by
      Vendor during the Transformation Period.

     

    “Transition
      Period”
      shall
      mean the period that commences on the applicable Services Agreement Effective
      Date and expires 11:59:59 p.m., Central Time, on the date specified for the
      completion of the Transition Services as specified in the Transition Plan,
      unless expressly extended in writing by TXUED.

     

    “Transition
      Plan”
shall
      mean the plan set forth in Schedule B
      to the
      applicable Services Agreement and developed pursuant to such Services Agreement,
      which identifies all material transition tasks and deliverables to be completed
      by Vendor or TXUED, as applicable, in connection with the transition of all
      Services to Vendor, and the dates by which each is to be completed by Vendor
      or
      TXUED, as applicable.

     

    “Transition
      Services”
shall
      mean the services, functions and responsibilities described in the applicable
      Services Agreement and in the applicable Transition Plan to be performed by
      Vendor during the Transition Period.

     

    “Transitioned
      Employees”
shall
      mean the employees of TXUED or its Affiliates who accept Vendor’s offer of
      employment and become employed by Vendor pursuant to the applicable Services
      Agreement. Upon being employed by Vendor, such Transitioned Employees shall
      be
      deemed to be Vendor Personnel as defined herein.

     

    “Transmission
      System” shall
      have the meaning given to such term in the Field Services
      Agreement.

     

    “Turnover
      Rate”
      shall
      have the meaning given in Section
      7.10(b).

     

    “Unit”
shall
      have the meaning given in Exhibit
      11.

     

    “Unit
      Prices”
shall
      have the meaning given in Exhibit
      11.

     

    “Upgrade”
and
      its
      derivatives shall mean (i) any change that extends the usefulness or performance
      of any Resource (including any improvement, update, renovation, enhancement
      or
      addition) and (ii) any replacement or new model, version or release of any
      Resource.

     

    “Vendor”
      shall
      have the meaning given in the preamble.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 1

      MASTER
        AGREEMENT

       

       

    

    “Vendor
      Account Executive” shall
      have the meaning given in Section 7.8.

     

    “Vendor
      Data”
shall
      mean any data or information of Vendor that is provided to or obtained by TXUED
      in connection with the negotiation and execution of this Agreement or the
      exercise of its rights under this Agreement, including (i) financial/accounting
      information (including costs, expenditures, billings collections, revenues
      and
      finances) of Vendor, its Affiliates or Subcontractors and (ii) human resources
      and personnel information of Vendor, its Affiliates or Subcontractors. Vendor
      Data shall not include TXUED Data.

     

    “Vendor
      Facilities”
shall
      mean the facilities owned or leased by Vendor and from which Vendor provides
      any
      Services. Vendor Facilities are listed on Schedule O.2 to
      the
      applicable Services Agreement, and include the portions of certain facilities
      owned or leased by TXUED as indicated on Schedule O.2 to
      the
      applicable Services Agreement.

     

    “Vendor
      Owned Software”
shall
      mean all Software products (and all attachments, modifications, enhancements,
      improvements, documentation and Upgrades thereto and Derivative Works thereof)
      owned,
      acquired or developed by or on behalf of
      Vendor
      or Vendor’s Affiliates, excluding in each case any Work Product, and used in
      connection with the Services.

     

    “Vendor
      Personnel”
shall
      mean those employees, representatives, contractors, subcontractors and agents
      of
      Vendor, Subcontractors and Vendor’s Affiliates who perform any Services under
      this Agreement.

     

    “Weather
      Event”
shall
      have the meaning given in Section
      16.1.

     

    “Work
      Product”
shall
      mean any materials (including Materials), equipment (including Equipment),
      tools, systems (including Systems), facilities, structures and other products
      (including in each case any Products), and all attachments, modifications,
      enhancements, improvements, documentation and Upgrades thereto and Derivative
      Works thereof,
      that
      are
acquired,
      obtained, made, created, built, constructed, developed, implemented, designed,
      delivered, integrated, installed and/or tested by or on behalf of Vendor, are
      provided or delivered by Vendor as part of the Services.

     

    “Work
      Request”
shall
      have the meaning given in Exhibit
      11.

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 9

      MASTER
        AGREEMENT

    

    
 

    VENDOR
      INSURANCE

    


    
      	
              1.

            	
              Insurance

            


    

    


    
      	 	
              (a)

            	
              Requirements.
                Vendor agrees to keep in full force and effect and maintain at its
                sole
                cost and expense the following policies of insurance with the specified
                minimum limits of liability:

            


    

     

    
      	 	
              (i)

            	
              Workers’
                Compensation and Employer’s Liability Insurance providing statutory
                benefits in accordance with the laws and regulations of the State
                of Texas
                or state of jurisdiction as applicable. The minimum limits for the
                employers’ liability insurance will be five hundred thousand dollars
                ($500,000) bodily injury each accident, five hundred thousand dollars
                ($500,000) each employee bodily injury by disease, five hundred thousand
                dollars ($500,000) policy limit bodily injury by
                disease.

            


    

     

    
      	 	
              (ii)

            	
              Commercial
                General Liability Insurance, including bodily injury and property
                damage,
                personal and advertising injury, contractual liability, and including
                products and completed operations coverage continuing for two (2)
                years
                after the expiration or any termination of this Agreement, with minimum
                limits of one million dollars ($1,000,000) per occurrence for bodily
                injury, including death and property damage.


            


    

     

    
      	 	
              (iii)

            	
              Commercial
                Business Automobile Liability Insurance for coverage of owned, non-owned
                and hired autos, trailers or semi-trailers with a minimum combined
                single
                limit of one million dollars ($1,000,000) per accident for bodily
                injury,
                including death, and property
                damage.

            


    

     

    
      	 	
              (iv)

            	
              Excess
                Liability Insurance over and above the employers’ liability, commercial
                general liability and automobile liability insurance coverage, with
                a
                minimum limit of two million dollars ($2,000,000) per occurrence.
                Coverage
                must replace exhausted aggregate limits under the coverages referenced
                in
                Sections
                1(a)(i),
                (ii)
                and (iii)
                above. 

            


    

     

    
      	 	
              (v)

            	
              Such
                other insurance as may be required by Law or based on reasonable
                industry
                custom or practice.

            


    

     

    The
      insurance limits stated above can be satisfied by any combination of primary
      and
      excess coverage. The insurance limits stated above shall not limit recoveries
      should Vendor’s available insurance proceeds be greater than the limits so
      specified. The insurance policies referenced in Sections
      1(a)(i),
      (ii),
      (iii),
      (iv)
      and
(v)
      above,
      if written on a claims-made basis, shall be maintained in full force and effect
      by Vendor for two (2) years following the expiration or any termination of
      this
      Agreement.

     

    
      
        
        

      

      
        Page
          1 of 3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Approved
                Companies.
                All policies must be issued by carriers having an A.M.
                Best’s
                rating of “A-” or better, and an A.M.
                Best’s
                financial size category of “VIII”, or better and/or Standard
                & Poor Insurance Solvency Review
                of
                “A-”, or better. 

            


    

     

    
      	 	
              (c)

            	
              Endorsements.
                Subject to approval by carrier, Vendor’s insurance policies required
                herein under Sections 1(a)(ii)
                and (iii)
                of
                this Exhibit shall include TXUED, TXUED’s Affiliates and Eligible
                Recipients and their respective officers, directors and employees
                as
                Additional Insureds for any and all liability arising at any time
                in
                connection with this Agreement. Workers’ compensation and employers’
                liability insurance as required under Section
                1(a)
                shall include TXUED and its Affiliates as alternate employer. Each
                policy
                shall provide that it will not be canceled or materially altered
                except
                after the issuing company endeavors to provide thirty (30) days advance
                written notice to TXUED. Should any policy expire or be canceled
                and
                Vendor fails to immediately procure replacement insurance as specified,
                TXUED reserves the right (but not the obligation) to procure such
                insurance and to deduct the cost thereof from any sums due Vendor
                under
                this Agreement. All insurance policies required under this Section
                shall
                contain provisions that specify that the policies are primary and
                shall
                apply without consideration for other policies separately carried
                and will
                state each insured is provided coverage as though a separate policy
                had
                been issued to each, except with respects to limits of insurance,
                and that
                only one deductible will apply per occurrence regardless of the number
                of
                insureds involved in the occurrence. Vendor shall be responsible
                for any
                deductibles or retentions. Vendor shall obtain such endorsements
                to its
                policy or policies of insurance as are necessary to cause the policy
                or
                policies to comply with the requirements stated
                herein.

            


    

     

    
      	 	
              (d)

            	
              Certificates.
                Prior to commencement of Services, Vendor shall provide TXUED with
                certificates of insurance evidencing compliance with this Section
                (including evidence of renewal of insurance) signed by authorized
                representatives of the respective carriers for each year that this
                Agreement is in effect. Each certificate of insurance shall provide
                that
                the issuing company shall not cancel, reduce, or otherwise materially
                alter the insurance afforded under the above policies unless the
                issuing
                company endeavors to provide notice of such cancellation or reduction
                has
                been provided at least thirty (30) days in advance
                to:

            


    

     

    
      	 	 	
              TXU
                Electric Delivery Company

            


    

    
      	 	 	
              500
                N. Akard

            


    

    
      	 	 	
              14th
                Floor

            


    

    
      	 	 	
              Dallas,
                Texas 75201

            


    

    
      	 	 	
              Attention:
                Chief Legal Officer

            


    

     

    With
      a
      copy to:

     

    
      	 	 	
              TXU
                Electric Delivery Company

            


    

    
      	 	 	
              Risk
                and Insurance

            


    

    
      	 	 	
              500
                N. Akard

            


    

    
      	 	 	
              Dallas,
                Texas 75201

            


    


    
      
        
        

      

      
        Page
          2 of 3

        
          

        

      

      
        
        

      

    

    


    At
      TXUED’s request, Vendor shall make copies of required insurance policies
      available for inspection by TXUED. In addition, Vendor will require each of
      its
      Subcontractors to provide adequate insurance for the Services subcontracted
      to
      them. Any deficiencies in the insurance to be provided by Subcontractors will
      be
      the responsibility of Vendor.

     

    
      	 	
              (e)

            	
              No
                Implied Limitation.
                The obligation of Vendor to provide the insurance specified herein
                shall
                not limit or qualify in any way any obligation or liability of Vendor
                provided elsewhere in this Agreement. The rights of TXUED, its Affiliates
                and Eligible Recipients to insurance coverage under policies issued
                to or
                for the benefit of one or more of them are independent of this Agreement
                shall not be limited by this
                Agreement.

            


    

     

    
      	 	
              (f)

            	
              Insurance
                Subrogation. With
                respect to insurance coverage to be provided by Vendor pursuant to
                Section
                1(a)
                of
                this Exhibit, the insurance policies shall provide that the insurance
                companies waive all rights of subrogation against Vendor, TXUED,
                the
                Eligible Recipients and their respective Affiliates, officers, directors
                and employees. Vendor waives its rights to recover against TXUED,
                TXUED’s
                Affiliates and Eligible Recipients and their respective officers,
                directors, and employees in
                subrogation.

            


    

     

    
      	2.	
              Risk
                of Loss

            


    

     

    
      	 	
              (a)

            	
              General.
                Each Party shall be responsible for risk of loss of, and damage to,
                any
                TXUED Data, Utility Facilities (defined in Schedule
                A
                to
                the Field Services Agreement), Products (defined in Exhibit
                11)
                and Resources in its possession or under its control. Vendor shall
                in all
                cases be deemed to possess and control (i) all TXUED Data used by
                Vendor
                to provide the Services, (ii) all Products from the seller’s, licensor’s,
                lessor’s or other third party’s location as contemplated by “Ex-Works” or
                “EXW” (INCOTERMS 2000) to Close-Out (defined in Exhibit
                11)
                and (iii) all Resources used by Vendor to provide the Services. TXUED
                shall in all cases be deemed to possess and control all Utility Facilities
                and all facilities leased to Vendor under the terms of the Master
                Lease
                Agreement. Each Party shall promptly notify the other of any damage
                (except normal wear and tear), destruction or loss from any cause,
                or any
                theft or governmental taking, of which such Party becomes aware
                (“Event
                of Loss”).
                The Party that is deemed to be in possession and control (as aforesaid)
                of
                the TXUED Data, Utility Facilities, Products or Resources that is
                the
                subject of an Event of Loss shall in all cases be responsible for
                the cost
                of any necessary repair or replacement of such TXUED Data, Utility
                Facilities, Products or Resources due to an Event of Loss. In the
                event of
                an Event of Loss by TXUED, such repair or replacement shall not be
                considered part of Vendor’s maintenance obligations, but Vendor shall
                coordinate and oversee repair or replacement performed by a third-party
                on
                a Pass-Through Expenses basis, or by Vendor at agreed-upon
                prices.

            


    

     

    
      	 	
              (b)

            	
              Waiver.
                Vendor and TXUED each waives all rights to recover against the other
                Party
                for damage, destruction, loss, theft, or governmental taking of its
                real
                or tangible personal property (whether owned or leased) that is deemed
                to
                be in its possession and control (as aforesaid) from any cause, including
                their respective deductibles or self-insured retentions. In a manner
                consistent with the foregoing, Vendor and TXUED will cause their
                respective insurers to issue appropriate waivers of subrogation rights
                endorsements to all property insurance policies maintained by each
                Party.

            


    

     

    
      
        
          
          

        

        
          Page 3
            of 3

          
            

          

        

        
          
          

        

      

    

     

    
      AMENDED
        AND RESTATED EXHIBIT 2

      MASTER
        AGREEMENT



    EMPLOYEE
      TRANSITION TERMS

     

    
      	
              1.1

            	
              Transitioned
                Personnel.

            


    

     

    
      	 	
              (a)

            	
              Offers
                and Employment.

            


    

     

    
      	 	
              (i)

            	
              Transitioned
                Employees.
                All
                TXUED Personnel who accept Vendor’s offer of employment and begin work
                with Vendor pursuant to this
                Agreement are referred to as “Transitioned
                Employees.”
                

            


    

     

    
      	 	
              (ii)

            	
              Employment
                Effective
                Date. Each
                Transitioned Employee’s “Employment
                Effective Date”
                shall mean the date that such Transitioned Employee begins employment
                with
                Vendor, in accordance with applicable
                Laws.

            


    

     

    
      	 	
              (iii)

            	
              Vendor
                Offers of Employment.
                Vendor
                shall extend offers of employment to those TXUED Personnel identified
                on
                Schedule M
                and shall waive any pre-conditions to such offers, including background
                checks, drug testing and/or medical examinations with
                respect to such TXUED Personnel.
                References to Vendor in this Exhibit shall
                be deemed to include any Affiliate or Subcontractor of Vendor which
                employs any Transitioned Employee to perform the Services contemplated
                by
                this
                Agreement,
                and Vendor shall cause any such Affiliate or Subcontractor to fully
                comply
                with the terms of this Exhibit. Such
                offers shall be for employment with Vendor in
                positions comparable to those held by such employees at TXUED, unless
                agreed otherwise by TXUED, and
                Vendor shall provide
                starting base wages or salaries, benefit packages and other terms
                and
                conditions consistent with the provisions of this Exhibit. Unless
                otherwise specified in Schedule M or
                agreed by the Parties, TXUED Personnel accepting such offers shall
                be
                considered to have been terminated from TXUED and hired by Vendor
                effective as of the applicable Services Agreement Commencement
                Date. 

            


    

     

    
      	 	
              (iv)

            	
              Employees
                on Military Leave.
                With respect to any TXUED Personnel identified on Schedule M
                who, on the applicable Services Agreement Commencement Date, is
                on military leave, such TXUED Personnel shall remain an employee
                of TXUED
                until such TXUED Personnel returns to work or his/her employment
                is
                otherwise terminated. After such TXUED Personnel has returned from
                military leave, Vendor shall promptly extend an offer of employment
                to
                such TXUED Personnel on the terms and conditions of employment described
                in this Agreement, including this Exhibit. Vendor’s obligation to extend
                such offers of employment to TXUED Personnel returning from military
                leave
                is not limited to a prescribed period of time but rather shall be
                made at
                any time such TXUED Personnel return from military leave. TXUED Personnel
                accepting such offers shall be treated as Transitioned Employees
                for all
                purposes of this Agreement. The Employment Effective Date for such
                TXUED
                Personnel shall be the date on which Vendor actually employs such
                TXUED
                Personnel.

            


    

     

    
      
        
        

      

      
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              (v)

            	
              Employees
                on Other Types of Leave.
                With respect to any TXUED Personnel identified on Schedule M
                who, on the applicable Services Agreement Commencement Date, is on
                leave
                status for any reason other than as set forth in Section 1.1(iv)
                of
                this Exhibit, including medical (Family Medical Leave Act or otherwise),
                disability, salary continuation, sick leave, or other leave of absence,
                which has been approved by TXUED in accordance with TXUED policies,
                such
                employee shall remain an employee of TXUED until his/her employment
                is
                otherwise terminated. If any such employee returns to work within
                six (6)
                months after
                the applicable Services Agreement Commencement Date and
                provides to TXUED any applicable supporting documentation required
                by
                TXUED policies for employees returning to work from such leave, including
                but not limited to a return to work release,
                Vendor
                shall promptly extend an offer of employment to such employee on
                the terms
                and conditions of employment described in this Agreement, including
                this
                Exhibit.
                TXUED Personnel accepting such offers shall be treated as Transitioned
                Employees for all purposes of this Agreement. The
                Employment Effective Date for such TXUED Personnel shall be the date
                on
                which Vendor actually employs such TXUED Personnel. For any employee
                on
                leave status for any reason other than as set forth in Section
                1.1(iv)
                of
                this Exhibit on the applicable Services Agreement Commencement Date
                who
                does not return within six (6) months after the applicable Services
                Agreement Date, Vendor shall be under no obligation to, but may,
                offer
                employment to such employee and, if such employer accepts such offer,
                such
                employee shall be treated as a Transitioned Employee hereunder, from
                and
                after the date on which Vendor actually employs such employee.
                 

            


    

     

    
      	 	
              (b)

            	
              Additional
                Transitioned Employees.
                During the twelve (12) months following the applicable Services Agreement
                Commencement Date, TXUED may designate additional TXUED Personnel,
                including any Seconded TXUED Personnel, to whom offers of employment
                may
                be extended by Vendor at the discretion of Vendor. The compensation
                and
                other terms and conditions of such offers of employment shall be
                as set
                forth in this Exhibit and TXUED Personnel accepting such offers shall
                be
                treated as Transitioned Employees for all purposes of this
                Agreement.
                The Employment Effective Date for any
                such
                employee
                shall be the date on which Vendor actually employs such employee.
                

            


    

     

    
      
        
        

      

      
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              (c)

            	
              Reemployment
                of Transitioned Employees.
                Notwithstanding anything to the contrary in this Agreement (including
                the
                terms of Section 19.16
                of
                the Master Agreement), TXUED may solicit and re-hire any Transitioned
                Employee at any time after the Services Agreement Commencement Date
                only
                with the consent of Vendor.

            


    

     

    
      	 	
              (d)

            	
              Training/Career
                Opportunities.
                Vendor
                shall offer training, skills development and career growth opportunities
                to Transitioned Employees that are at least as favorable as those
                offered
                generally to similarly situated employees of
                Vendor.

            


    

     

    
      	
              1.2

            	
              Compensation
                and Employee Benefit Plans. 

            


    

     

    
      	 	
              (a)

            	
              General.
                Except as otherwise provided in this Exhibit, each Transitioned Employee
                and his or her dependents, shall, effective as of his or her Employment
                Effective Date, be immediately eligible to participate in all employee
                benefit plans, programs and employee policies of Vendor that are
                made
                available to similarly situated employees of Vendor, unless a comparable
                (in terms of scope and benefits) employee benefit plan, program or
                policy
                has been established for Transitioned Employees. During the Term,
                compensation and benefits provided by Vendor to Transitioned Employees
                shall be in compliance with the provisions of this Exhibit, and shall
                be
                no less favorable than the compensation and benefits generally available
                to similarly situated Vendor
                employees.

            


    

     

    
      	 	
              (b)

            	
              Years
                of Service Credit.
                With respect to each Transitioned Employee, Vendor shall recognize
                all
                such Transitioned Employee’s years of service which are recognized by
                TXUED under the applicable TXUED severance plan (“TXUED
                Service”),
                for purposes of vesting, participation, eligibility for benefits,
                benefit
                accrual (except for accrual for purposes of calculating benefits
                under the
                Transitioned Employee Defined Benefit, as defined in clause (f) of
                this
                Section), optional forms of payment, and any other right, benefit
                or
                feature under each employee benefit plan, program and policy of Vendor,
                except (i) as expressly set forth in Section 1.2(h)
                below with respect to Vendor’s standard severance benefits which will be
                provided by Vendor as set forth in said Section 1.2(h)
                and in addition to the severance benefits described in Schedule 2
                attached to this Exhibit, (ii) that no Transitioned Employee shall
                be
                eligible for any variable, incentive or other form of bonus compensation
                from Vendor for or arising from any period of time prior to their
                applicable Employment Effective Date, and any annual profit sharing
                contribution made on behalf of a Transitioned Employee for 2006 under
                Vendor’s 401(k) and profit sharing plans shall be prorated for the portion
                of 2006 following the Transitioned Employee’s applicable Employment
                Effective Date and (c) that vacation accrual shall not begin until
                January
                1, 2007, but shall accrue prospectively at a rate that recognizes
                all
                TXUED Service. 

            


    

     

    
      
        
        

      

      
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        AGREEMENT



     

    
      	 	
              (c)

            	
              Compensation.
                The starting base wage or salary of each Transitioned Employee shall
                be at
                least equal to that paid or provided to such Transitioned Employee
                with
                TXUED immediately prior to his or her Employment Effective Date,
                unless
                the Transitioned Employee is, with TXUED’s consent, placed in a position
                that is not comparable to that held at TXUED immediately prior to
                his or
                her Employment Effective Date. Vendor agrees that Vendor shall not,
                during
                the initial ninety (90) day period following a Transitioned Employee’s
                Employment Effective Date, decrease the Transitioned Employee’s starting
                base wage or salary. Additionally, all Transitioned Employees shall
                be
                eligible to participate in Vendor’s incentive compensation plans on a
                basis comparable to similarly situated Vendor
                employees.

            


    

     

    
      	 	
              (d)

            	
              Employee
                Welfare Benefit Plans.
                Each Transitioned Employee shall be eligible effective as of his
                or her
                Employment Effective Date to participate immediately in Vendor’s employee
                welfare benefit plans, including medical, prescription drug, dental,
                group
                life insurance, accidental death and dismemberment, short-term
                disability,
                long-term disability
                and flexible spending accounts. With
                respect to all such welfare plans, Vendor shall, or shall cause its
                insurance carrier to: (i) waive all pre-existing condition limitations,
                waiting periods, insurability requirements or similar limitations
                so that
                each Transitioned Employee will be fully eligible to participate
                in each
                welfare plan of Vendor as
                of his or her Employment Effective Date; and (ii) if administratively
                feasible without material harm to Vendor grant credit toward applicable
                deductibles attained by each Transitioned Employee under the comparable
                plan of TXUED.

            


    

     

    
      	 	
              (e)

            	
              Savings
                Plans.
                Each Transitioned Employee shall be eligible to participate in a
                Vendor
                401(k) plan,
                effective as of such Transitioned Employee’s Employment Effective Date, at
                the same participation and match level as he or she had with TXUED
                immediately prior to his/her Employment Effective Date. Amendments,
                modifications or changes to Vendor’s 401(k) plan shall be at the sole
                discretion of Vendor; provided, that Vendor’s 401(k) plan shall permit, in
                accordance with applicable Law, direct trustee-to-trustee transfers
                and
                rollovers, in
                each case in the form of cash and as
                contemplated under Section 402(c)
                of
                the Internal Revenue Code, of Transitioned Employees’ TXUED “Thrift Plan”
                account balances, including all outstanding loans made under such
                plan.
                

            


    

     

    
      	 	
              (f)

            	
              Retirement
                Benefit. TXUED
                shall arrange for each Transitioned Employee who immediately prior
                to
                their Employment Effective Date participated in the TXU Retirement
                Plan to
                be eligible after the Employment Effective Date for a comparable
                retirement benefit under the TXU Retirement Plan. Accordingly, each
                such
                Transitioned Employee shall be eligible to accrue service credit
                under the
                TXU Retirement Plan for service completed with the Vendor, consistent
                with
                regulatory imputed service rules and with the TXU Retirement Plan’s terms
                and conditions (the “Transitioned Employee Defined Benefit”). A
                Transitioned Employee who elects to retire under the TXU Retirement
                Plan
                will no longer accrue additional service credit under the Transitioned
                Employee Defined Benefit. Vendor shall provide the necessary employment
                information to TXUED for purposes of administering the Transitioned
                Employee Defined Benefit. The Base Services Charges for each Contract
                Year
                include no less than $10.6 million to fund and to administer the
                Transitioned Employee Defined Benefit and Vendor agrees to fund the
                cost
                of funding and administering the Transitioned Employee Defined Benefit
                up
                to an amount not to exceed $10.6 million for each Contract Year (which
                may
                include paying such amounts to TXUED so that TXUED may remit such
                amounts
                to the TXU Retirement Plan and/or its administrator); provided that
                TXUED
                shall have the right to notify Vendor prior to the commencement of
                any
                Contract Year, that commencing with such Contract Year and for the
                remainder of the Term, the Base Services Charges shall be reduced
                by $10.6
                million per Contract Year (reflected as a 1/24 credit on each Bi-Monthly
                Invoice) and TXUED shall fund directly the costs of administering
                and
                funding the Transitioned Employee Defined Benefit for such Contract
                Year
                and all future Contract Years in which case Vendor shall not be
                responsible for any further costs of funding and administering the
                Transitioned Employee Defined Benefit for such Contract Year or any
                future
                Contract Year. 

            


    

     

    
      
        
        

      

      
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              (g)

            	
              Equity-Based
                Compensation Plans.
                Each
                Transitioned Employee shall be eligible to participate in any equity-based
                compensation plan or arrangement of Vendor on a basis comparable
                to
                similarly situated Vendor
                employees.

            


    

     

    
      	 	
              (h)

            	
              Severance
                Plan. With
                respect to any Transitioned Employee who executes, in a timely manner,
                the
                TXUED Agreement and Release attached as Schedule 1
                to
                this Exhibit or such other form as TXUED shall require (the “Agreement
                and Release”),
                if Vendor
                terminates such Transitioned Employee on
                or before December 31, 2006 for
                any reason other than Cause,
                including in connection with a transfer of such Transitioned Employee
                to a
                Subcontractor (excluding Vendor’s Affiliates), Vendor shall,
                in
                addition to Vendor’s
                standard severance benefits,
                provide such Transitioned Employee with the severance benefits set
                forth
                in Schedule 2
                attached to this Exhibit. For purposes of calculating Vendor’s
                standard severance benefits only,
                Vendor shall credit Transitioned Employees
                with service with Vendor and shall exclude prior TXUED Service. For
                purposes of this Agreement, “Cause”
                is defined as (i)
                intentional
                or gross disregard of a Vendor rule relating to employee
                conduct
                or
                gross misconduct resulting, in either case, in material economic
                harm to
                Vendor, (ii)
                conviction
                of a felony or other crime involving moral turpitude, (iii)
                refusal and/or continued failure to, in Vendor’s reasonable judgment and
                discretion and consistent with Vendor’s stated employment policies,
                satisfactorily perform
                the tasks, duties and responsibilities assigned to a Transitioned
                Employee
                in his/her position with the Vendor or
                (iv) failure of a Transitioned Employee to provide adequate information
                for Vendor’s completion of I-9 documentation.
                TXUED shall notify Vendor indicating each Transitioned Employee who
                executed the Agreement and Release in a timely manner. For purposes
                of
                this Exhibit, each such Transitioned Employee
                is
                referred to as a “Transitioned
                Employee who executes the Agreement and Release”.

            


    

     

    
      
        
        

      

      
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          AGREEMENT

      



     

    
      	 	
              (i)

            	
              Vacation
                Credits.
                For each Transitioned Employee who, by executing the form attached
                as
                Schedule
                3
                to
                this Exhibit or such other form as TXUED shall require, has elected
                to waive payment for unused accrued vacation time he or she had with
                TXUED, Vendor shall credit such Transitioned Employees with the same
                amount of paid vacation as was waived by such Transitioned Employees.
                Transitioned Employees will be eligible to take such vacation with
                Vendor
                consistent with Vendor’s applicable policies and on the same basis as any
                other paid vacation accrued by Transitioned Employees as employees
                of
                Vendor.

            


    

     

    
      	 	
              (j)

            	
              Notice.
                For a period of two (2) years after a Transitioned Employee’s applicable
                Employment Effective Date, Vendor shall notify TXUED within five
                (5) days
                of the date that any Transitioned Employee leaves the employment
                of Vendor or any Affiliate
                or Subcontractor of Vendor for whatever reason, whether voluntarily
                or
                involuntarily and, if involuntarily, shall indicate whether the
                termination was for “Cause” as defined in Section
                1.2(h),
                in any event so that TXUED may determine whether any Transitioned
                Employee
                who executes the Agreement and Release remains eligible for any transition
                and severance benefits (the “Separation
                Benefits”)
                offered in the Agreement and
                Release.

            


    

     

    
      	 	
              (k)

            	
              Reimbursement
                for TXUED Personnel Loans.
                Certain TXUED
                Personnel identified on Schedule M
                owe money to TXUED for financial loans made under TXUED’s “Employee
                Purchase Plan” and “Energy Conservation Plan” (together, the “Loans”).
                Following the applicable Services Agreement Commencement Date, Vendor
                agrees to deduct
                from such Transitioned Employee’s paychecks an amount equal to (i) the
                total amount owed under the Loans by such Transitioned Employee as
                of his
                or her Employment Effective Date, divided by (ii) the total number
                of
                paychecks that shall be given to such Transitioned Employee during
                the
                remaining term of the Loans owed by that Transitioned Employee, provided
                that such Transitioned Employee first executes all appropriate payroll
                deduction authorization forms proffered by Vendor. Should any such
                Transitioned Employee leave the employment of Vendor or any Affiliate
                or Subcontractor of Vendor for any reason, whether voluntarily or
                involuntarily, prior to the date on which the
                total amount owed under the Loans by such Transitioned Employee is
                fully
                paid, then Vendor, to the extent permitted by the terms of such loans,
                the
                employee’s executed payroll deduction authorizations and applicable state
                law, shall collect the remaining balance owed by such Transitioned
                Employee under the Loans from the Transitioned Employee’s final paycheck
                and/or severance pay. In the event that a Transitioned Employee’s Loans
                have not been fully paid following the termination of his/her employment
                with Vendor, Vendor shall use all reasonable efforts to collect the
                remaining balance owed from the Transitioned Employee. Vendor shall
                owe
                and pay to TXUED all amounts collected from Transitioned Employees
                as
                described in this Subsection as soon as administratively possible
                following each payroll period in which deductions for Loans are made
                or
                each time such amounts are otherwise collected from Transitioned
                Employees. 

            


    

     

    
      
        
        

      

      
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          AGREEMENT


      

    

     

    
      	
              1.3

            	
              Other
                Employee Matters.

            


    

     

    As
      of
      each Transitioned Employee’s applicable Employment Effective Date, each
      Transitioned Employee shall be an employee of Vendor for all purposes. Vendor
      shall be responsible for funding and distributing benefits under the benefit
      plans in which Transitioned Employees participate on or after each Transitioned
      Employee’s applicable Employment Effective Date, except as provided for under
Section
      1.2(f),
      as
      applicable, and for paying any compensation and remitting any income,
      disability, withholding and other employment taxes for each Transitioned
      Employee with respect to the period beginning on the Transitioned Employee’s
      applicable Employment Effective Date. TXUED shall be responsible for funding
      and
      distributing benefits under the TXUED benefit plans in which Transitioned
      Employees participated with respect to the period prior to their Employment
      Effective Date and for paying any compensation and remitting any income,
      disability, withholding and other employment taxes for each Transitioned
      Employee for the period prior to the applicable Employment Effective Date of
      each Transitioned Employee. TXUED shall provide Vendor with such information
      in
      TXUED’s possession reasonably requested by Vendor in order to fulfill Vendor’s
      obligations under this Exhibit.

     

    
      	
              1.4

            	
              Vendor
                Acknowledgement and Indemnity
                Obligations.

            


    

     

    Vendor
      shall be responsible for, and Vendor agrees to indemnify, defend and hold
      harmless TXUED and its Affiliates and their respective officers, directors,
      employees, agents, representatives, successors, and assigns from and against
      any
      and all Losses attributable to any breach by Vendor of this Exhibit or the
      Agreement that results in a violation of any Law, including the Worker
      Adjustment and Retraining Notification Act (the “WARN
      Act”)
      or the
      regulations promulgated thereunder, or failure of any legal obligations,
      including any obligation, consistent with this Section 1.4, to ensure employees
      are fit to perform the duties to which they are assigned. 

     

    
      
        
        

      

      
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            AGREEMENT

        



    

    Vendor
      acknowledges that TXUED has informed it that the terms of this Agreement as
      they
      apply to Transitioned Employees who execute the Agreement and Release are being
      relied upon, in part, by such Transitioned Employees and TXUED as consideration
      for the Agreement and Release. Vendor shall be responsible for, and Vendor
      agrees to indemnify, defend and hold harmless TXUED and its Affiliates and
      their
      respective officers, directors, employees, agents, representatives, successors,
      and assigns from and against any and all Losses attributable to any breach
      by
      Vendor of the terms of this Exhibit
      including any breach by Vendor or any Affiliate or Subcontractor of Vendor
      that
      results in an alleged or actual failure to provide the consideration for the
      Agreement and Release.

     

    TXUED
      agrees that, because Vendor is waiving, under this Agreement, any pre-conditions
      to offers to TXUED personnel, including background checks, drug testing and
      medical examinations, TXUED will, for the period of ninety (90) days following
      the Services Agreement Commencement Date, indemnify, defend and hold harmless
      Vendor and its Affiliates and their respective officers, directors, employees,
      agents, representatives, successors, and assigns from and against any and all
      Losses attributable to a claim or allegation of negligent hire, negligent
      retention or negligent performance. On and after the ninety first
      (91st
      ) day
      following the Services Agreement Commencement Date, Vendor shall be solely
      responsible for ensuring that all of its employees, including Transitioned
      Employees, are fit to perform the duties to which they are assigned, and Vendor
      agrees to indemnify, defend and hold harmless TXUED and its Affiliates and
      their
      respective officers, directors, employees, agents, representatives, successors,
      and assigns from and against any and all Losses attributable to a claim or
      allegation that the Transitioned Employees are not fit for duty (including
      any
      allegations of negligent hire, negligent retention or negligent performance).
      

     

    Vendor
      acknowledges its obligation to offer employment to certain TXUED Personnel
      returning from leaves of absence pursuant to as Sections 1.1(a)(iv)
      and
(v)
      of this
      Exhibit. Vendor shall be responsible for, and Vendor agrees to indemnify, defend
      and hold harmless TXUED and its Affiliates and their respective officers,
      directors, employees, agents, representatives, successors, and assigns from
      and
      against any and all Losses attributable to any breach of the foregoing
      obligation.

     

      
        
          
          

        

        
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    AMENDED
      AND RESTATED

    EXHIBIT
      2, SCHEDULE 1

    MASTER
      AGREEMENT

     

     

    AGREEMENT
      AND RELEASE

    


    


    This
      Agreement and Release (“Agreement”)
      is
      between the undersigned employee (“Employee”)
      and
      TXU Electric Delivery Company (the “Company”)
      and
      sets forth the terms of Employee’s separation from the Company and eligibility
      for certain separation benefits from the Company. Employee’s employment with the
      Company is ending on ________
      __, 2006
      (“Date
      of Separation”),
      and
      Employee is being offered employment with _________________ (“Vendor”)
      beginning _______________, 2006. The
      Company is offering Employee the separation benefits described herein in
      exchange for Employee’s agreements herein.

    


    Employee
      has been given a period of forty-five (45)
      calendar
      days to
      review and consider this Agreement before signing it. Employee understands
      that
      signing this Agreement is an important legal act and has been advised by the
      Company to consult with an attorney before signing this Agreement. If Employee
      decides to accept the terms of this Agreement, Employee must sign and return
      the
      Agreement to Betsy McFadden, c/o TXU Human Resources, 1601 Bryan Street, Dallas,
      Texas 75201, within forty-five (45) calendar
      days
      of
      receipt. Employee then has a period of seven (7)
      calendar
      days
      after signing the Agreement to revoke Employee’s signature (“Revocation
      Period”).
      Revocation shall be made by delivering a written statement of revocation to
      Betsy McFadden at the above address no later than the last day of the Revocation
      Period. Delivery of revocation may be by hand, mail or overnight delivery
      service, but must be received no later than the last day of the Revocation
      Period. In the event that Employee revokes acceptance of the Agreement, the
      Company shall have no obligation to provide Employee with any rights or benefits
      under the Agreement. If timely revocation is not made, the Agreement shall
      be
      effective and enforceable.

    


    Separation
      Benefits.
      In
      exchange for Employee’s agreements herein, the Company agrees to provide the
      following Separation Benefits to Employee:

    


    Transition
      Bonus.
      The
      Company will pay Employee a one time lump sum payment of $1,500 within four
      (4)
      weeks of the expiration of the Revocation Period.

    


    Severance
      Payment and Benefits.
      Vendor
      will provide the severance payment and benefits described below if Employee
      is
      terminated by Vendor on or before December 31, 2006 for reasons other than
      Cause. For
      purposes of this Agreement, “Cause”
is
      defined as (i)
      intentional
      or gross disregard of a Vendor rule relating to employee conduct, or
      gross
      misconduct resulting, in either case, in material economic harm to
      Vendor,
      (ii)
      conviction of a felony or other crime involving moral turpitude,
      (iii) refusal
      and/or continued failure
      to, in the Vendor’s reasonable judgment and discretion and consistent with
      Vendor’s employment policies, satisfactorily perform the tasks, duties and
      responsibilities assigned to Employee in his/her position with the
      Vendor,
      or (iv)
      failure of Employee to provide adequate information for Vendor’s completion of
      I-9 documentation.

    


    
      
        
          
          

        

        
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      EXHIBIT
        2, SCHEDULE 1

      MASTER
        AGREEMENT

       

       

    

    
      	 	
              (1)

            	
              Cash
                Severance Payment.
                A
                one-time cash severance payment equal to: (a) two (2) weeks of Employee’s
                base pay for each year of service with Company that is recognized
                by
                Company under the applicable Company severance plan (“Company
                Service”)
                up to twenty (20) years of Company Service; and (b) three (3) weeks
                of
                base pay for each year of Company Service over and above twenty (20)
                years
                of Company Service, with a minimum severance payment equal to eight
                (8)
                weeks of base pay. For
                purposes of calculating such severance payment, base pay will be
                Employee’s annualized base pay rate in effect on the Employee’s Date of
                Separation, as defined above.

            


    

    


    
      	 	
              (2)

            	
              Outplacement
                Services.
                Sixty (60) days of outplacement services starting on the date of
                termination from Vendor, to be provided by a third party outplacement
                consultant selected by Vendor.

            


    

    


    
      	 	
              (3)

            	
              COBRA. To
                the extent Employee elects to continue medical benefits pursuant
                to
                the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),
                Employee shall pay for continuation
                of
                health care coverage
                at
                the Vendor’s
                prevailing
                employee rate for the
                number of weeks used to calculate
                the Cash Severance Payment described above, and the prevailing COBRA
                rate
                for the remaining COBRA period.

            


    

    


    Continued
      Eligibility for Pro-Rated Incentive Award.
      Employee will be eligible for a one time lump sum cash payment from the Company
      based on the 2006 target incentive award for which Employee was eligible in
      the
      job position Employee held immediately prior to separation (“Target
      Incentive Award”).
      Unless Employee has resigned from employment with the Vendor or been terminated
      for Cause by the Vendor prior to the time of payment, the Company will pay
      Employee such one time lump sum cash payment based on the actual performance
      of
      the Company, as determined in Company’s sole discretion, up to a maximum of the
      Employee’s Target Incentive Award, prorated for the period of Employee’s
      employment with the Company during the relevant performance period. Such
      prorated one time lump sum cash payment, if any, will be made at the time
      incentive awards are paid to Company employees.

    


    Cash
      Payments in Lieu of any Forfeited Amounts under the Company Salary Deferral
      Program (SDP) and/or the
      Deferred and Incentive Compensation Plan (DICP).
      If
      Employee has previously been enrolled in the SDP or DICP, Company will pay
      Employee a one time lump sum cash payment equivalent to Employee’s unvested
      Company match balance in the SDP and/or DICP, with actual earnings thereon,
      as
      of the Date of Separation, prorated for the period of Employee’s employment with
      the Company during the relevant vesting period, up to the Date of Separation.
      The payment, if any, will be made as soon as reasonably practical after
      expiration of the Revocation Period. The payment to Employee by Company of
      any
      vested balances under the SDP and/or DICP will be made in accordance with the
      relevant plan terms. 

    


    
      
        
          
          

        

        
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    EXHIBIT
      2, SCHEDULE 1

    MASTER
      AGREEMENT

    
 

    Waiver
      and Release.
      In
      exchange for the Separation Benefits set forth above which will be provided
      to
      Employee by the Company pursuant to this Agreement and which Employee
      acknowledges are in addition to payments and benefits that Employee would be
      entitled to receive absent the Agreement, Employee individually and on behalf
      of
      Employee’s spouse, heirs, successors, and assigns hereby agrees not to sue and
      unconditionally releases, dismisses, and forever discharges: (i) the Company,
      including but not limited to its predecessors, successors, parents,
      subsidiaries, affiliated corporations, limited liability companies and
      partnerships, including TXU Corp., TXU Business Services Company, TXU Energy
      Company, LLC, TXU Energy Retail Company LP, TXU Portfolio Management Company
      LP
      (d/b/a TXU Wholesale), TXU Energy Solutions Company, LP, TXU Electric Delivery
      Company (f/k/a Texas Utilities Electric Company), TXU Gas Company, TXU
      Generation Company LP, TXU Generation Management LLC, TXU Big Brown Company
      LP,
      TXU Enterprise Holdings, LLC and all of their employee benefit plans, officers,
      directors, fiduciaries, employees, assigns, representatives, agents, and counsel
      (collectively the “Released
      Parties”);
      and
      (ii) Vendor from any and all claims, demands, liabilities, obligations,
      agreements, damages, debts, and causes of action arising out of or connected
      with Employee’s employment with or separation from the Company or any of the
      Released Parties. This waiver and release includes, but is not limited to,
      all
      claims and causes of action under or related to: (a) Title VII of the Civil
      Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866,
      the Age Discrimination in Employment Act of 1967, the Americans with
      Disabilities Act, the Employee Retirement Income Security Act of 1974, Section
      211 of the Energy Reorganization Act, the Sarbanes-Oxley Act of 2002, the Older
      Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining
      Notification Act, the Family and Medical Leave Act, the Texas Labor Code
      (including but not limited to Chapter 451) and the Texas Commission on Human
      Rights Act, including but not limited to any amendments to any of the foregoing
      laws; (b) all state and federal statutes and regulations; (c) all oral or
      written contract rights, including but not limited to any rights under any
      Company incentive plan, program and/or labor agreement; and (d) all claims
      under
      common law, including but not limited to breach of contract, tort or for
      personal injury of any sort.

    


    No
      Outstanding Complaints.
      Employee
      represents that Employee has not filed any complaints of any kind whatsoever
      with any local, state, federal, or governmental agency or court against the
      Company based upon Employee’s employment with the Company.

    


    Effect
      on Future Claims.
      This
      Agreement precludes Employee from recovering any relief as a result of any
      lawsuit, grievance, or claim brought by Employee or on Employee’s behalf arising
      out of Employee’s employment with or separation from the Company as of or prior
      to the date of execution of this Agreement. However, nothing in this Agreement
      affects Employee’s entitlement, if any, to workers’ compensation or unemployment
      compensation. In addition, nothing in this Agreement prohibits Employee from
      raising or pursuing any safety concerns with any federal, state, or local
      government agency or from cooperating in any investigation of a safety issue.
      Nothing in this Agreement restricts Employee from communications with, filing
      a
      charge or complaint with, or full cooperation in the investigations of, any
      governmental agency on matters within their jurisdictions or from cooperating
      with the Company in any internal investigation. The Agreement does prohibit
      Employee from recovering any relief, including but not limited to monetary
      relief, as a result of such activities.

    


    
      
        
          
          

        

        
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    EXHIBIT
      2, SCHEDULE 1

    MASTER
      AGREEMENT

    
 

    Confidentiality
      and Non-Disclosure.
      Employee
      acknowledges and agrees that, during the course of employment with the Company,
      Employee acquired Confidential and Proprietary Information. “Confidential
      and Proprietary Information”
means
      non-public information used in or related to the business of the Company and
      of
      any of the Released Parties. Employee acknowledges and agrees that, even after
      termination of Employee’s employment with the Company, pursuant to Texas law,
      the Company’s Code of Conduct and this Agreement, Employee is obligated not to
      use, disclose, or publish in any way Confidential and Proprietary Information
      and is obligated to return to the Company all originals and copies of any
      materials containing such information in Employee’s possession, custody, or
      control. Employee also agrees that a breach of this paragraph would cause
      immediate and irreparable loss, damage, and injury to the Company; that damages
      for such a breach would be exceedingly difficult, if not impossible, to
      estimate; and that the Company would have no adequate remedy at law.
      Accordingly, Employee acknowledges that injunctive relief would be appropriate
      relief for such breach.

    


    No
      Disparagement.
      Employee
      agrees not to make any false or disparaging, negative, unflattering, accusatory,
      or defamatory remarks or references, whether written or oral, about the Company
      or any of the Released Parties in any dealings with third parties (except as
      expressly permitted by this Agreement). This paragraph would not be applicable
      to any testimony subpoenaed or given under oath by Employee. In addition,
      Employee will not take any action that primarily is designed or intended to
      have
      the effect of discouraging any employee, lessor, licensor, customer, supplier,
      or other business associate of the Company from maintaining its business
      relationships with the Company or any of the Released Parties.

    


    Withholding.
      The
      Company may withhold from any amounts payable under this Agreement such federal,
      state or local taxes as shall be required to be withheld pursuant to any
      applicable law or regulation. In addition, Employee expressly authorizes and
      agrees that any amounts that Employee owes regarding Company-issued or sponsored
      travel or credit cards, and any amounts that Employee owes the Company, or
      any
      Released Parties, including amounts owed under the Energy Conservation Plan,
      the
      Appliance Purchase Plan, vacation overpayment and salary overpayments, may
      be
      offset and deducted from Employee’s final paycheck from the Company and/or any
      payments under this Agreement. In the event that the amount of Employee’s final
      paycheck and separation payments is not sufficient to fully repay the amounts
      owed, Employee acknowledges a personal debt to the Company and agrees to
      promptly pay the Company the full amount of that debt.

    


    Tax
      and Financial Implications of Agreement.
      Employee
      acknowledges and agrees that none of the Released Parties has given Employee
      any
      financial planning, tax or similar advice with regard to the Agreement. Employee
      further acknowledges that the financial, tax and similar effects of Employee’s
      decisions relating to the Agreement will depend on Employee’s particular
      circumstances, that Employee should obtain advice from Employee’s own financial
      or tax adviser, and that none of the Released Parties are responsible for,
      or
      obligated in any way with respect to, the financial, tax or any other
      consequences of Employee’s decision to accept the benefits offered under the
      Agreement.

    


    
      
        
          
          

        

        
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    EXHIBIT
      2, SCHEDULE 1

    MASTER
      AGREEMENT

    
 

    Severability
      and Modification.
      If any
      term, provision, covenant, or restriction of this Agreement is held by a court
      of competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      this Agreement and the other terms, provisions, covenants and restrictions
      hereof shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated. No modification of this Agreement shall be binding
      on
      any of the parties unless it has been mutually agreed to by the parties, in
      a
      writing signed by both parties and identified as an amendment to this Agreement.
      

    


    Breach
      by Employee.
      Employee
      understands and agrees that, in the event of breach by Employee of any of the
      terms and conditions of this Agreement, the Company will be entitled to recover
      all costs and expenses as a result of Employee’s breach, including reasonable
      attorneys' fees and costs.

     

    
      
        
          
          

        

        
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    EXHIBIT
      2, SCHEDULE 1

    MASTER
      AGREEMENT

    
 

    EMPLOYEE
      HAS READ THIS AGREEMENT AND FULLY UNDERSTANDS ALL OF ITS TERMS AND WHAT THEY
      MEAN. NO OTHER PROMISE, INDUCEMENT, THREAT, AGREEMENT OR UNDERSTANDING OF ANY
      KIND OR DESCRIPTION WHATSOEVER HAS BEEN MADE WITH OR TO EMPLOYEE TO CAUSE
      EMPLOYEE TO SIGN THIS AGREEMENT. EMPLOYEE ENTERS INTO AND SIGNS THIS AGREEMENT
      KNOWINGLY AND VOLUNTARILY, WITHOUT DURESS OR COERCION OF ANY KIND WHATSOEVER
      AND
      WITH THE INTENT OF BEING LEGALLY BOUND BY THIS AGREEMENT. 

    


    


    


    
      	
                
                

            	  
	 
	
              Employee
                Signature

            	
              Date

            	 
	 	 	 
	
                
                

            	  
	 
	
              Employee
                Name (Please Print)

            	 	 
	 	 	 
	
              Employee’s
                Address:

            	 	 
	 	 	 
	
               
                

            	  
	 
	 	 	 
	
               
                

            	  
	 


    

    
 

    TXU
      Electric Delivery Company

    


    
      	
              By:

            	
                
                

            	  
	 
	 	 	
              Date

            	 


    

     

    
      	
              Name/Title:

            	
                
                

            	 


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    EXHIBIT 2,
      SCHEDULE 2

    MASTER
      AGREEMENT

    


    


    SEVERANCE
      BENEFITS

    


    


    The
      severance benefits to be provided by Vendor to Transitioned Employees who
      satisfy the criteria set forth in Section
      1.2(h)
      of
Exhibit
      2
      are as
      follows:

    


    
      	 	
              1.

            	
              Vendor
                shall provide the affected Transitioned Employee with not less than
                two
                (2) weeks notice of termination so that the Transitioned Employee
                remains
                on the Vendor’s payroll for not less than two (2) weeks after such notice
                and prior to termination.

            


    

    


    
      	 	
              2.

            	
              Vendor
                shall pay the affected Transitioned Employee a one-time cash severance
                payment equal to: (a) two (2) weeks of such Transitioned Employee’s base
                pay for each year of TXUED Service for which the Transitioned Employee
                is
                credited under Section
                1.2(b)
                of
                Exhibit 2
                up
                to twenty (20) years of TXUED Service; and (b) three (3) weeks of
                base pay
                for each year of TXUED Service for which the Transitioned Employee
                is
                credited under Section
                1.2(b)
                of
                Exhibit 2
                over and above twenty (20) years of TXUED Service. For purposes of
                calculating such severance payment, base pay will be the Transitioned
                Employee’s annualized base pay rate in effect on the Transitioned
                Employee’s applicable Date of Separation as defined in Schedule
                1
                to
                Exhibit
                2.
                The minimum number of weeks of severance pay provided for in this
                Section
                shall be eight (8) weeks of base
                pay.

            


    

    


    
      	 	
              3.

            	
              Vendor
                shall, at its cost, provide the affected Transitioned Employee with
                sixty
                (60) days of outplacement services commencing with the date of
                termination, such services to be provided by a reputable third party
                outplacement consultant selected by
                Vendor.

            


    

    


    
      	 	
              4.

            	
              
                Vendor
                  shall provide the affected Transitioned Employee with continuation
                  health
                  care coverage under the Consolidated Omnibus Budget Reconciliation
                  Act of
                  1985 (“COBRA”)
                  with the Transitioned Employee contributing Vendor’s prevailing employee
                  rate for such coverage for the number of weeks used to calculate
                  the
                  severance payment described in Section
                  2
                  of
                  this Schedule, and the prevailing COBRA rate for the remaining
                  COBRA
                  period.

              

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED

    EXHIBIT 2,
      SCHEDULE 3

    MASTER
      AGREEMENT

    


    


    UNUSED
      VACATION ELECTION

    


    


    I
      have
      accepted a job offer with _________________
      (“Vendor”)
      and
      understand that I have an election to make regarding any vacation that I have
      accrued but not used during my employment with TXU
      Electric Delivery Company (the “Company”).
      By
      checking one of the boxes below, I make the following election:

    


    
      	
              o

            	
              I
                elect to receive payment from Company following the termination of
                my
                employment with Company for any unused vacation that I have accrued
                but
                not yet used as of the termination of my employment with Company.
                I
                understand that as a result of this election, I will not be eligible
                for
                any vacation days or vacation pay with Vendor until January 1,
                2007.

            


    

    


    
      	
              
                o

              

            	
              I
                elect to receive credit with Vendor for all
                of
                the unused vacation that I have accrued but not yet used as of the
                termination of my employment with Company. I understand that I will
                be
                eligible to use such vacation credit with Vendor consistent with
                Vendor’s
                applicable policies. I acknowledge that this election to receive
                credit
                for my unused vacation is in lieu of receiving any payment from Company
                for unused vacation. Thus, I hereby knowingly waive any right to
                make a
                claim against Company and its affiliated entities and their employees,
                agents and representatives for vacation pay and expressly authorize
                that
                vacation pay not be included in my final paycheck from
                Company.

            


    

    


    
      	
              o

               

            	
              I
                elect to receive payment from Company upon the termination of my
                employment for some
                of
                the unused vacation that I have accrued but not yet used as of the
                termination of my employment with Company, and to receive credit
                with
                Vendor for the remaining unused vacation that I have accrued but
                not yet
                used as of the termination of my employment with Company. I understand
                that I will be eligible to use such vacation credit with Vendor consistent
                with Vendor’s applicable policies. I acknowledge that this election to
                receive credit for some of my unused vacation is in lieu of receiving
                payment from Company for such unused vacation. Thus, I hereby knowingly
                waive any right to make a claim against Company and its affiliated
                entities and their employees, agents and representatives for vacation
                pay
                and expressly authorize that vacation pay not be included in my final
                paycheck from Company to the extent I have elected to receive credit
                with
                Vendor for the remaining unused vacation that I have accrued but
                not yet
                used as of the termination of my employment with
                Company.

            


    

    


    
      	
              Total
                Unused Vacation Available:

            	 	
               

            	 
	
               

            	 	 	 
	
              Unused
                Vacation to be Paid upon Termination:

            	 	
               

            	 
	
               

            	 	 	 
	
              Unused
                Vacation to be Credited by Vendor: 

            	 	
               

            	 


    

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED

      EXHIBIT
        2, SCHEDULE 3

      MASTER
        AGREEMENT

       

    

     

    I
      HAVE READ THIS AGREEMENT AND FULLY UNDERSTAND ALL OF ITS TERMS AND WHAT THEY
      MEAN. NO OTHER PROMISE, INDUCEMENT, THREAT, AGREEMENT OR UNDERSTANDING OF ANY
      KIND OR DESCRIPTION WHATSOEVER HAS BEEN MADE WITH OR TO ME TO CAUSE ME TO SIGN
      THIS AGREEMENT. I ENTER INTO AND SIGN THIS AGREEMENT KNOWINGLY AND VOLUNTARILY,
      WITHOUT DURESS OR COERCION OF ANY KIND WHATSOEVER AND WITH THE INTENT OF BEING
      LEGALLY BOUND BY THIS AGREEMENT.

    


     

    
      	
                
                

            	  
	 
	
              Employee
                Signature

            	
              Date

            	 
	 	 	 
	
               
                

            	   
	 
	
              Employee
                Name (Please Print)

            	 	 
	 	 	 
	
              Employee’s
                Address:

            	 	 
	 	 	 
	 
	  
	 
	 	 	 
	
                
                

            	  
	 


    

    


     

    TXU
      Electric Delivery Company

    


    
      	
              By:

            	
                
                

            	  
	 
	 	 	
              Date

            	 


    

     

    
      	
              Name/Title:

            	
               
                

            	 


    

    


    
      
        
        

      

      
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          2 of 2

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

     

     

    GOVERNANCE/OPERATIONAL
      RELATIONSHIP

     

    


    ***

     

     

     

     

     

     

    


     

     

     

     

    
      	
              ***

            	
              CONFIDENTIAL MATERIAL REDACTED AND FILED
                SEPARATELY WITH THE
                COMMISSION.

            


    


    
      
        
        

      

      
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          1 of
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    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

     

     

     

     ***

     

    


    


     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

     

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Page
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    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

    
 

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Page
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

    
      
        
        

      

      
        Page
          11 of
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    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

    
 

     

     

     

    


     

     

     

     

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

     

     

     

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED EXHIBIT 8

    MASTER
      AGREEMENT

     

     

     

    


     

     

    


     

     

    


     

    
      
        
        

      

      
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          14 of
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      AMENDED
        AND RESTATED EXHIBIT 8

      MASTER
        AGREEMENT

       

       

    

     

    
      
        
        

      

      
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      EXHIBIT
        11

      MASTER
        AGREEMENT

      


      


      ***

    

     

     

     

     

    
      	
              ***

            	
              CONFIDENTIAL MATERIAL REDACTED AND FILED
                SEPARATELY WITH THE COMMISSION.

            


    

     

    
      
        
        

      

      
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    AMENDED
      AND RESTATED EXHIBIT 12

    MASTER
      AGREEMENT

    
 

    RECORD
      RETENTION POLICY

     

    Purpose

    


    The
      purpose of this policy (the “Policy”)
      is to
      establish a Record retention, storage and disposal program based upon the
      following principles:

    


    
      	 	
              ·

            	
              To
                retain all Records as long as required by applicable
                Law;

            


    

    
      	 	
              ·

            	
              To
                retain all Records necessary for business reasons for a period of
                time
                reasonably assuring the availability of such
                Records;

            


    

    
      	 	
              ·

            	
              To
                treat electronic Records, including e-mails and those Records maintained
                on hard drives, disks, magnetic tapes, or other electronic means,
                by the
                same guidelines as other Records. 

            


    

    
      	 	
              ·

            	
              To
                assure privacy and security of Records as
                necessary;

            


    

    
      	 	
              ·

            	
              To
                reduce storage space requirements; 

            


    

    
      	 	
              ·

            	
              To
                improve operational efficiency;

            


    

    
      	 	
              ·

            	
              To
                enhance consistency in Records disposition, and


            


    

    
      	 	
              ·

            	
              To
                assure cost savings (i.e., by only retaining business information
                necessary for the conduct of TXUED’s business.)


            


    

    


    Definition

    


    A
      “Record”
is
      information, documents and data that are fixed in a medium, regardless of
      physical form, that is generated or received by TXUED in connection with
      transacting its business, and are preserved for a period of time as evidence
      of
      the organization, functions, policies, decisions, procedures, operations or
      other activities of TXUED. Records include correspondence, e-mails, memos,
      forms, reports, spreadsheets, computer printouts, pictures, microforms, plans
      and drawings, graphs, computer files and programs, databases, audio/video
      recordings, word processing, charts and images. Record formats include hard
      paper copies, books, receipts, facsimiles, electronic mail, documents and data
      created or stored electronically but not printed, documents and data stored
      on
      disks, diskettes, CD-ROMs, tape or other storage media, and any compilations
      of
      any of the above, whether maintained in individual offices or TXUED’s premises,
      at home, or at any other offsite location, including without limitation on
      laptop computers or other mobile devices. 

     

    
      
        
        

      

      
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      AMENDED
        AND RESTATED EXHIBIT 12

      MASTER
        AGREEMENT

      
 

    

    Policy

    


    Retaining
      Records

    


    Records
      created or maintained at any TXUED place of business or storage location shall
      be assigned a specific retention period consistent with applicable requirements
      of government regulators or agencies and Laws, and anticipated usefulness to
      the
      conduct of TXUED’s business.

    


    Retention
      Standards 

    


    
      	 	
              1.

            	
              All
                Records shall be retained for the period required by applicable
                Laws.

            


    

    


    
      	 	
              2.

            	
              Adequate
                Records shall be developed and maintained to document TXUED’s compliance
                with all relevant Laws.

            


    

    


    
      	 	
              3.

            	
              All
                Records necessary for business purposes shall be retained for a period
                of
                time that will reasonably assure the availability of those Records
                when
                needed.

            


    

    


    
      	 	
              4.

            	
              Records
                vital to the ongoing operations of TXUED shall be identified and
                appropriately safeguarded. 

            


    

    


    
      	 	
              5.

            	
              Electronic
                Records required for legal or business reasons shall be maintained
                in a
                retrievable format.

            


    

    


    
      	 	
              6.

            	
              All
                Records not necessary for legal or business reasons and not required
                to be
                retained by Law shall be destroyed in order to reduce the high cost
                of
                storing, indexing and handling the vast amount of documents that
                would
                otherwise accumulate.

            


    

    


    
      	 	
              7.

            	
              Destruction
                of Records shall take place only in compliance with this Policy in
                order
                to avoid any incorrect inference that any document was destroyed
                in
                anticipation of a specific problem.

            


    

    


    
      	 	
              8.

            	
              Documents
                that are not otherwise subject to retention for business reasons
                may need
                to be retained because of unusual circumstances, such as litigation
                or a
                government or internal investigation. If for any reason it is believed
                that an unusual circumstance exists or arises in which documents
                should be
                retained past their scheduled retention period, TXUED’s General Counsel
                should be notified immediately. When litigation or an investigation
                occurs, TXUED’s General Counsel or his or her designee will notify the
                appropriate departments and direct that relevant categories of documents
                be labeled for retention until further
                notice.

            


    


    
      
        
        

      

      
        Page
          2 of
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      AMENDED
        AND RESTATED EXHIBIT 12

      MASTER
        AGREEMENT

       



    
      	 	
              9.

            	
              The
                privacy and security of Records shall be appropriately assured. (See
                Sensitive
                Employee Information and Sensitive Customer Information
                Policy.)

            


    

    


    
      	 	
              10.

            	
              Records
                such as notes, memoranda, letters, reports, laboratory notebooks,
                computer
                disks, tapes, etc., maintained in individual offices, at home, or
                any
                other off-site location are subject to this policy and shall be handled
                accordingly.

            


    

    


     

    Destroying
      Records

    


    Records
      destruction will be scheduled and accomplished in the regular course of business
      in compliance with the approved Records retention schedules and as set out
      in
      this Policy. Records are to be maintained only for their required retention
      period. In case of a pending or imminent audit, litigation, or regulatory
      investigation or proceeding, relevant Records will be held from destruction
      for
      such period as necessary until the issue is finalized and notice of termination
      of any extended retention has been provided in writing. Records no longer
      required for business or legal purposes should be discarded or destroyed in
      accordance with this Policy. 

    


    Vendor
      may request approval that Records be retained past the established destruction
      date, provided a valid business reason exists for continued retention. Requests
      for exceptions from this Policy must be supported by evidence that the basic
      objections above will be met. Exceptions shall not be routinely granted, as
      it
      is vital to the proper and efficient use of the Policy to have regular
      destruction of documents to avoid the inference of improper
      destruction.

    


    Roles
      and Responsibilities 

    


    Vendor
      is
      accountable for maintaining, indexing, storing, reviewing, retrieving, and
      destroying Records consistent with this Policy. Vendor shall comply with this
      Policy and dedicate Resources sufficient for compliance.

    


    Vendor shall:

    


    
      	 	
              ▪

            	
              Actively
                participate and support an ongoing analysis of active and inactive
                Records;

            


    

    
      	 	
              ▪

            	
              Counsel
                Vendor Personnel so they understand the practices governing Records
                generated or handled, and to properly retain or dispose of such Records;
                

            


    

    
      	 	
              ▪

            	
              Assign
                Vendor Personnel to actively coordinate the transition of Records
                from
                active to inactive status and process those Records to on-site or
                off-site
                storage or destruction;

            


    

    
      	 	
              ▪

            	
              Keep
                current an index of all Records and locations in a matter permitting
                easy
                access and retrieval; 

            


    

    
      	 	
              ▪

            	
              Ensure
                that Records are periodically processed for storage or destruction
                in
                accordance with TXUED-approved Record retention
                schedules;

            


    

    
      	 	
              ▪

            	
              Maintain
                a master list of TXUED-approved retention schedules for all types
                or kinds
                of Records; and

            


    


    
      
        
        

      

      
        Page
          3 of
          4

        
          

        

      

      
        
        

      

    

    

      AMENDED
        AND RESTATED EXHIBIT 12

      MASTER
        AGREEMENT

      
 

    

    
      	 	
              ▪

            	
              Conduct
                an annual review of this Policy to ensure retention/destruction compliance
                pursuant to Policy and department
                requirements.

            


    

    


    Vendor
      Personnel shall:

    


    
      	 	
              ▪

            	
              Comply
                with restrictions concerning the sharing of confidential, proprietary,
                and
                material nonpublic information; 

            


    

    
      	 	
              ▪

            	
              Properly
                retain and dispose of Records, including electronic information,
                in
                compliance with this Policy; 

            


    

    
      	 	
              ▪

            	
              Maintain
                Records in such a manner as to allow for reasonable retrieval and/or
                destruction; and

            


    

    
      	 	
              ▪

            	
              Review
                whether there is a business need to retain copies of any “FINAL” document.
                Unless necessary to perform a day-to-day job function, if the individual
                reasonably believes the “FINAL” document must be preserved pursuant to
                this Policy, then all previous or working copies authored subsequent
                to
                the “FINAL” document should be deleted or destroyed as soon as
                possible.

            


    

    


    Implementation
      

    


    If
      a
      question arises regarding the need to retain certain Records, the Records should
      be retained until the question regarding retention is resolved. 

    


    Copies
      of
      Records, including correspondence, memoranda, notes, computer disks, tapes,
      etc.
      maintained in individual offices or any other off-site location are subject
      to
      this Policy and should not be retained in excess of this Policy.

     

     

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