Amended and Restated Transaction Confirmation by TXU Generation Development
      Company LLC


    Exhibit
      10 (iii)

     

    

      
        	
                CONFIDENTIAL

              	 	
                Execution
                  Version

              


      

      CONFIDENTIAL
        TREATMENT REQUESTED.

      CONFIDENTIAL
        PORTIONS OF THIS

      DOCUMENT
        HAVE BEEN REDACTED AND 

      HAVE
        BEEN SEPARATELY FILED WITH THE

      COMMISSION.

       

       

       

      TXU
        Generation Development Company LLC

       

       

      1601
        Bryan Street

       

       

      Dallas,
        TX 75201-3411

       

       

      Amended
        and Restated as of February ___,  2007

       

       

      ***

       

       

      
        	
                Re:

              	
                Amended
                  and Restated Transaction
                  Confirmation

              


      

       

       

      Our
        Ref:_____________  Fax:  _______________

       

       

      ***
        Ref:
        ***

       

       

      Dear
        Sirs:

       

       

      The
        purpose of this letter agreement (this “Confirmation”)
        is to
        amend and restate the terms and conditions of the transaction entered into
        between *** (“Party
        A”),
        and
        TXU Generation Development Company LLC, a Delaware limited liability company,
        or
        any successor thereto (“Party
        B”),
        on
        June 6, 2006 (the “Original
        Trade Date”)
        as
        referenced below. This amended and restated Confirmation shall supersede
        the
        confirmation entered into on the Original Trade Date in all
        respects.

       

      The
        definitions and provisions contained in the 2000 ISDA Definitions published
        by
        the International Swaps and Derivatives Association, Inc. (“ISDA”),
        as
        supplemented from time to time, (collectively the “2000
        ISDA Definitions”)
        are
        incorporated into this Confirmation. Additionally, the 2005 Commodity
        Derivatives Definitions, as supplemented or modified from time to time
        (collectively, the “Commodity
        Definitions”)
        published by ISDA are hereby incorporated into this Confirmation by reference
        with respect to any “Transactions” as defined by the Commodity Definitions in
        commodities (“Commodity
        Transactions”),
        except as otherwise specifically provided in this Confirmation. In the event
        of
        any inconsistency between the 2000 Definitions and the Commodity Definitions
        with respect to such Commodity Transactions, the Commodity Definitions will
        prevail.

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      This
        Confirmation evidences a complete and binding agreement between Party A and
        Party B as to the terms of this Transaction to which this Confirmation relates.
        This Confirmation supplements, forms part of, and is subject to, the ISDA
        Master
        Agreement dated as of August 28, 2006, as amended and supplemented from time
        to
        time (the “Agreement”),
        including the Amended and Restated Schedule thereto dated as of the date
        hereof,
        between Party A and Party B (which Agreement amends and restates the ISDA
        Master
        Agreement and Schedule thereto between Party A and Party B dated as of August
        28, 2006 and the master Confirmation dated June 6, 2006 (together, the
“Original
        Agreement”)).
        All
        provisions contained in the Agreement govern this Confirmation except as
        expressly modified below. All other Transactions outstanding as of the date
        hereof between Party A and Party B and all future Commodities Transactions
        between Party A and Party B (the “Other
        Transactions”
and,
        together with this Transaction, the “Party
        A Transactions”)
        shall
        be governed by and subject to the terms and conditions of, the Agreement,
        including this Confirmation (and no longer be subject in any respect to the
        terms and conditions of the Original Agreement). All confirmations evidencing
        such Other Transactions shall constitute “Other

       

      Confirmations”
that
        supplement, form part of and are subject to the Agreement. For purposes of
        this
        Transaction and all Other Transactions, the 30-day grace period under Section
        5(a)(ii) of the Agreement will not apply with respect to a breach of Sections
        2(b)(ii)(A) or 2(b)(iii) of this Confirmation.

       

      All
        Party
        A Transactions are entered into on the understanding that this Confirmation
        and
        any Other Confirmations form a single agreement between the parties, and
        the
        parties would not otherwise enter into this Transaction or any Other
        Transaction(s).

       

      This
        Confirmation supersedes any prior oral or written agreement between the Parties
        regarding the subject matter hereof. This Confirmation, together with the
        Agreement, shall constitute the entire agreement between the Parties with
        respect to this Transaction.

       

      1. Transactions:

       

      The
        transactions, the terms of which are set forth in Schedule 1 (collectively,
        “this
        Transaction”),
        are
        commodity swaps.

       

      2. Party
        B Collateral Requirements:

       

      Party
        A
        Credit Terms:

       

      Credit
        Support Provider: ***.

       

      Credit
        Support Document: ***

       

      Party
        B
        Credit Terms:

       

      Credit
        Support Provider: At any time prior to the release of the Big Brown Collateral,
        Big Brown Company and (b) TXU Energy Company LLC until the Eagle
        Date.

       

      Credit
        Support Document: (a) Any document evidencing or granting a lien in Big Brown
        Collateral that is provided, or required to be provided, by Party B hereunder
        for so long as the lien to which such document relates is required to be
        in
        effect hereunder, and (b) Guaranty of TXU Energy Company LLC in the form
        attached as Annex A delivered within two (2) Business Days of the execution
        of
        this Confirmation (and the same shall remain a Credit Support Document until
        the
        Eagle Date).

      
         

        ***
          CONFIDENTIAL MATERIAL REDACTED AND

        FILED
          SEPARATELY WITH THE COMMISSION

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          
            	
                    (a)

                  	
                    Provision
                      Controlling.
                      Notwithstanding anything to the contrary in this Confirmation
                      or the
                      Agreement, the provisions of this Section 2 shall govern all
                      of the
                      obligations of Party B with respect to the posting of collateral
                      to Party
                      A with respect to all Party A Transactions under the Agreement.
                      In the
                      event of any conflict between the terms and conditions of this
                      Section 2
                      and any other provision of the Agreement, any schedule, annex
                      or exhibit
                      to the Agreement or any Other Confirmation issued under the
                      Agreement, the
                      terms of this Section 2 shall control and govern. The parties
                      agree that
                      this Section 2 shall be a part of the Agreement as executed
                      and shall
                      serve as a collateral addendum for the Agreement. The provisions
                      for the
                      posting of credit support by Party A to Party B are as set
                      out in the
                      Agreement; provided
                      that on the date of this Confirmation, Party A shall provide
                      to Party B a
                      confirmation from Party A’s Credit Support Provider that its guaranty
                      dated June 6, 2006 remains in full force and effect notwithstanding
                      the
                      amendments contemplated hereby.

                  


          

           

        

      

      

        
          	
                  (b)

                	
                  Initial
                    Provision of Big Brown Collateral; Covenants (Phase
                    I).

                


        

         

        
          	 	
                  (i)

                	
                  Initial
                    Provision of Big Brown Collateral.
                    On August 28, 2006, Party B delivered the Big Brown Collateral
                    to Party A
                    (together with certain other documents, certificates and opinions
                    related
                    thereto)
                    and Party A hereby acknowledges the receipt thereof. Party A
                    agrees to
                    execute and deliver, contemporaneously herewith, the Big Brown
                    Intercreditor Agreement to be dated as of February 23, 2007 which
                    shall
                    amend, restate and supersede the Intercreditor Agreement entered
                    into as
                    of August 28, 2006 among Party A, Party B, Big Brown Company
                    and The Bank
                    of New York as collateral agent in all
                    respects.

                


        

         

         

        
          	 	
                  (ii)

                	
                  No
                    Sale of Collateral; Release of Collateral.
                    

                


        

        

          
            	 	
                    (A)

                  	
                    No
                      Sale of Collateral.
                      For so long as Party B is required to provide Big Brown Collateral
                      hereunder, Party B shall not, and shall not permit Big Brown
                      Company to
                      sell, lease, transfer or otherwise dispose of any material
                      portion of the
                      Big Brown Collateral; provided
                      that Party B and Big Brown Company shall be permitted to (i)
                      sell or
                      otherwise dispose of power, capacity, ancillary services, coal,
                      natural
                      gas, fuel or inventory, (ii) sell, lease, transfer or otherwise
                      dispose of
                      assets that are obsolete, damaged or not used or useful in
                      its business,
                      (iii) sell, lease, transfer or otherwise dispose of assets
                      to an Affiliate
                      as contemplated by Section 6(d) of the Big Brown Intercreditor
                      Agreement
                      and (iv) sell, lease, transfer or otherwise dispose of assets
                      for cash
                      consideration in an aggregate amount not to exceed $25,000,000
                      in any
                      calendar year.

                  


          

           

          
            	 	
                    (B)

                  	
                    Release
                      of Collateral.
                      On the earlier of (A) the date on which no obligations in respect
                      of this
                      Transaction remain outstanding (other than contingent and unasserted
                      obligations in respect of indemnities and similar provisions),
                      and (B) the
                      Eagle Date, Party A shall, at Party B’s sole cost and expense, release its
                      liens on and security interests in the Big Brown Collateral
                      and promptly
                      execute such releases and other documentation as may be necessary
                      or, in
                      the reasonable opinion of Party B, desirable to effect such
                      release.

                  


          

        

         

        
          	 	
                  (iii)

                	
                  Restrictions
                    on Further Liens.
                    To the extent that any mortgage or security interest has been
                    granted in
                    the Big Brown Collateral in connection with this Transaction
                    and for so
                    long as such lien is required to remain outstanding hereunder,
                    Party B
                    shall not, and shall cause Big Brown Company not to, create,
                    incur or
                    suffer to exist any liens on Big Brown Collateral other than
                    the liens
                    granted herein and any Big Brown Permitted Lien (including, without
                    limitation, in the case of Big Brown Permitted Liens, liens in
                    favor of
                    other counterparties on power purchase agreements and commodity
                    or hedging
                    agreements).

                


        

         

        ***
          CONFIDENTIAL MATERIAL REDACTED AND

        FILED
          SEPARATELY WITH THE COMMISSION

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        


         

        
          	 	
                  (iv)

                	
                  Further
                    Due Diligence.
                    Party A may, at any time and from time to time, conduct further
                    follow-on
                    due diligence and request regularly produced environmental reports
                    (unless
                    the furnishing of such reports would jeopardize claims of privilege)
                    on
                    any Big Brown Collateral that has been provided under this
                    Confirmation.

                


        

         

        
          	 	
                  (v)

                	
                  Further
                    Assurances.
                    For so long as Party B is required to provide Big Brown Collateral
                    hereunder, Party B shall, and shall cause, as applicable, Big
                    Brown
                    Company to preserve, protect and defend the liens and security
                    interests
                    granted on such collateral and, from time to time, take such
                    actions as
                    may be reasonably necessary to render fully valid and enforceable
                    under
                    all applicable laws the rights, liens and priorities of Party
                    A with
                    respect to such collateral furnished thereunder or intended to
                    be so
                    furnished.

                


        

         

      

      

        
          	
                  (c)

                	
                  Group
                    Financing (“Phase
                    II”)

                


        

         

        
          	 	
                  (i)

                	
                  Occurrence
                    of Eagle Date.
                    

                


        

        

          
            	 	
                    (A)

                  	
                    In
                      the event that the Eagle Date shall occur, the terms of all
                      Commodity
                      Transactions subject hereto and all Other Transactions shall
                      be
                      automatically amended and restated in accordance with the terms
                      of the
                      Amended and Restated Confirmation as set forth in Exhibit X
                      attached
                      hereto (the “Eagle Amended and Restated Confirmation”).
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    [Reserved]. 

                  


          

        

         

        
          	
                  (d)

                	
                  Additional
                    Event of Default. Prior
                    to the Eagle Date, any of the obligations of Party B to Party
                    A hereunder
                    cease to be subject to a valid and perfected lien on and security
                    interest
                    in the Big Brown Collateral pursuant to the applicable collateral
                    documents, and having the priority purported to be granted under
                    such
                    documents.

                


        

         

        
          	
                  (e)

                	
                  Definitions.
                    As
                    used in this Confirmation, the following terms shall have the
                    following
                    meanings:

                


        

         

        “Affiliate”
shall
          mean, in relation to any person, any entity controlled, directly or indirectly,
          by the person, any entity that controls, directly or indirectly, the person
          or
          any entity directly or indirectly under common control with the person
          (excluding ***). For this purpose, “control” of any entity or person means
          ownership of a majority of the voting power of the entity or
          person.

         

        “Big
          Brown Company”
means
          TXU Big Brown Company LP, a Texas LP.

         

        “Big
          Brown Facility”
means
          the coal or lignite-fired electric generation facility located in Freestone
          County, Texas and owned by Big Brown Company.

         

        “Big
          Brown Collateral”
shall
          mean: (a) the two generating units of the Big Brown Facility known as Unit
          1 and
          Unit 2, and all associated fixtures, contracts, inventory, general intangibles,
          appurtenances and easements that are reasonably necessary to operate these
          generating units; and (b) all proceeds therefrom; provided
          that any
          facilities that are necessary or, in the opinion of Party B, desirable
          for the
          development, construction and operation of the planned development of Big
          Brown
          Unit 3 and that would otherwise be a part of the Big Brown Collateral shall
          be
          expressly excluded therefrom (and, to the extent a lien thereon or a security
          interest therein is granted to Party A in connection herewith, Party A
          shall
          promptly release such lien on and security interest in such property upon
          the
          request of Party B and shall execute such releases and other documentation
          as
          may be necessary or, in the reasonable opinion of Party B, desirable to
          effect
          such release).

      

      
        ***
          CONFIDENTIAL MATERIAL REDACTED AND

        FILED
          SEPARATELY WITH THE
          COMMISSION

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Big
        Brown Intercreditor Agreement”
means
        that certain Amended and Restated Collateral Agency and Intercreditor Agreement
        dated as of February 23, 2007 among DevCo, as obligor, TXU Big Brown Company,
        L.P., as pledgor, *** and each of the other parties that are party thereto
        from
        time to time, as amended.

       

       

      “Big
        Brown Permitted Liens”
shall
        mean:

       

      
        	
                (a)

              	
                liens
                  created under the Big Brown
                  Mortgage;

              


      

       

      
        	
                (b)

              	
                liens
                  for any tax, assessment or other governmental charge to the extent
                  not yet
                  delinquent or being contested or reserved against in accordance
                  with
                  customary practice;

              


      

       

      
        	
                (c)

              	
                materialmen's,
                  mechanics', workers', repairmen's, employees' or other like liens,
                  arising
                  in the ordinary course of business;

              


      

       

      
        	
                (d)

              	
                liens
                  arising out of judgments or awards so long as an appeal or proceeding
                  for
                  review is being prosecuted in good faith and for the payment of
                  which
                  adequate reserves, bonds or other security have been provided or
                  are fully
                  covered by insurance;

              


      

       

      
        	
                (e)

              	
                liens
                  consisting of encumbrances set forth and described on the applicable
                  schedules to the applicable title commitments and/or title policies
                  delivered on August 28, 2006;

              


      

       

      
        	
                (f)

              	
                other
                  liens incident to the ordinary course of
                  business;

              


      

       

      
        	
                (g)

              	
                involuntary
                  liens (including, without limitation, a lien of an attachment,
                  judgment or
                  execution;

              


      

       

      
        	
                (h)

              	
                additional
                  liens in favor of counterparties under power purchase agreements
                  or
                  commodity or hedging agreements subject to the aggregate Collateral
                  Percentage of all such persons, together with Party A, never exceeding
                  1.00 (i.e.,
                  100%);

              


      

       

      
        	
                (i)

              	
                liens
                  under purchase money loans or capital leases (to the extent such
                  liens
                  attach to Big Brown Collateral) or in respect of emissions allowances
                  in
                  an amount not to exceed $50,000,000 in the aggregate;
                  and

              


      

       

      
        	
                (j)

              	
                second
                  priority or third priority liens that are subordinated to the first
                  priority liens;

              


      

       

      provided,
        however, that the foregoing liens listed in clauses (b), (c), (d), (f) and
        (g)
        do not in the aggregate materially impair the value of the Big Brown
        Collateral.

       

      “Confidential
        Information”
means
        all data, reports, interpretations, plans, customer or supplier lists, contract
        terms and conditions, forecasts and records, whether in written, oral or
        electronic form, whether or not made, developed and/or conceived by Receiving
        Party (whether before, on or after the date of this Agreement) and containing
        or
        otherwise reflecting information concerning:

       

      
        	 	
                (A)

              	
                the
                  terms of the Agreement, this Confirmation, this Transaction and
                  any Other
                  Transactions;

              


      

       

      
        	 	
                (B)

              	
                the
                  content of any and all conversations, discussions or correspondence
                  to or
                  from the Providing Party regarding the above matters;
                  and

              


      

       

      
        	 	
                (C)

              	
                any
                  other information which is marked by the Providing Party or its
                  representatives as “confidential” or “proprietary” or similar
                  appellation.

              


      

       

      Notwithstanding
        the foregoing, the following will not constitute Confidential Information
        for
        purposes of this Agreement:

      
        ***
          CONFIDENTIAL MATERIAL REDACTED AND

        FILED
          SEPARATELY WITH THE COMMISSION

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (W)

              	
                Information
                  which was already in Receiving Party's possession prior to its
                  receipt
                  from the Providing Party and which the Receiving Party was not
                  otherwise
                  obligated to keep confidential;

              


      

       

      
        	 	
                (X)

              	
                Information
                  which is obtained by Receiving Party from a third person who, insofar
                  as
                  is known to Receiving Party, is not prohibited from transmitting
                  the
                  information by a contractual, legal or fiduciary obligation to
                  the
                  Providing Party; and

              


      

       

      
        	 	
                (Y)

              	
                Information
                  which is or becomes publicly available other than as a result of
                  disclosure by Receiving Party in violation of this
                  Agreement.

              


      

       

      “Collateral
        Percentage”
shall
        mean a quotient, expressed as a percentage, equal to: (a) the aggregate notional
        amount of MMBtus that are subject of this Transaction divided by (b) the
        Full
        Hedge Amount; provided
        that the
        numerator of the Collateral Percentage may, with respect to Party A, be adjusted
        in accordance with Other Transactions executed under the Agreement.

       

      “Eagle
        Date”
shall
        mean the date of: (a) the consummation of the transactions contemplated under
        the Merger Agreement; and (b) the initial funding of the secured first lien
        financing transaction having terms similar to those set forth in the Eagle
        Letter.

       

      “Eagle
        Letter”
means:
        (a) the commitment letter from the agents and lenders identified therein
        and
        addressed to Longhorns Merger Sub Corp. and the investors identified therein,
        dated as of February 25, 2007, which sets forth the material terms of the
        Eagle
        Group First Lien Credit Facilities, and any extension of such commitment
        letter
        in accordance with its terms; and (b) any amendment, supplement or replacement
        of such commitment letter.

       

      “Environmental
        Law”
means
        any legally binding Federal, state or local statute, law, ordinance, rule,
        regulation, code, order, writ, judgment, injunction, decree or judicial or
        agency interpretation, policy or guidance relating to pollution or protection
        of
        the environment or the protection of health and safety of the public, including,
        without limitation, those relating to the use, handling, transportation,
        treatment, storage, disposal, release or discharge of Hazardous
        Materials.

       

      “Full
        Hedge Amount”
means
        1,200,000,000 MMBtus.

       

      “Hazardous
        Materials”
means
        (a) petroleum or petroleum products, by-products or breakdown products,
        radioactive materials, asbestos-containing materials, polychlorinated biphenyls,
        toxic mold and radon gas and (b) any other chemicals, materials or substances
        designated, classified or regulated as hazardous or toxic or as a pollutant
        or
        contaminant under any Environmental Law.

       

      “Merger
        Agreement”
means,
        if executed on or prior to February 27, 2007, an Agreement and Plan of
        Merger to which Texas Energy Future Holdings Limited Partnership and Texas
        Energy Future Merger Sub Corp are party in form and substance previously
        disclosed to Party A.

       

      3.  Payment
        Instructions:

       

      Payments
        shall be made according to instructions provided by the parties to each other
        in
        writing from time to time.

       

      4.  [Reserved]

       

      5.  Limitation
        of Liability:

       

      No
        party
        shall be required to pay special, exemplary, punitive, incidental, consequential
        or indirect damages whether or not arising from a party’s negligence) to the
        other party, nor shall any payments required under this agreement be deemed
        to
        be such damages.

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      6.  Consent
        to Novation in Connection with Eagle Date:

       

      In
        the
        event that the Eagle Date occurs, Party A hereby agrees that it shall accept
        a
        novation by TXU Portfolio Management Company LP to TXU Energy Co., LLC under
        a
        mutually agreed novation agreement of TXU Portfolio Management Company LP’s
        obligations to Party A in respect of the Commodity Transactions listed on
        Schedule X, which are then outstanding under that certain ISDA Master Agreement
        dated as of November 29, 1995 between Party A and TXU Portfolio Management
        Company LP. Such Commodity Transactions shall be subject to the terms of,
        and
        secured in accordance with, the Eagle Amended and Restated
        Confirmation.

       

      Please
        provide your confirmation that the foregoing accurately reflects our agreement
        by signing in the space below and delivering a duly executed counterpart
        hereof
        (which delivery shall be deemed to have been made upon delivery thereof at
        our
        above address or upon our receipt of a facsimile transmission of a copy thereof
        to our facsimile (214-875-9050)). Your response should reflect the appropriate
        person within your organization who has authority to enter into this Agreement.
        Please direct and questions or concerns to Sara Herrlein at (214)
        875-9526.

       

      
        	 	 	
                Very
                  truly yours,

              	 
	 	 	
                 

                 

              	 
	 	 	
                TXU
                  Generation Development Company LLC

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Anthony Horton

              	 
	 	
                Name:

              	
                Anthony
                  Horton

              	 
	 	
                Title:

              	
                Senior
                  Vice President & Treasurer

              	 
	 	 	 	 
	 	 	 	 


      

      


      


      
        	
                ACCEPTED
                  AND AGREED

              	 	 
	 	 	 	 
	
                ***

              	 	 	 
	 	 	 	 
	
                By:

              	
                /s/
                  ***

              	 	 
	
                Name:

              	
                ***

              	 	 
	
                Title:

              	
                ***

              	 	 


      

      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      Schedule
        1

      Schedule
        1

      


      Transaction
        Terms

      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE        June
        6,
        2006

      


      FIXED
        PRICE PAYOR         
Party
        A

      


      FLOATING
        PRICE PAYOR   
Party
        B

      


      COMMODITY
        TYPE         Natural
        Gas

      


      FIXED
        PRICE        
***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with
        *** and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending
        ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      Schedule
        1

      ***

      Transaction
        Terms

      


       

      TRADE
        DATE    June
        6,
        2006

      


      FIXED
        PRICE PAYOR   Party
        A

      


      FLOATING
        PRICE PAYOR   Party
        B

      


      COMMODITY
        TYPE   Natural
        Gas

      


      FIXED
        PRICE     ***

      


      FLOATING
        PRICE The
        New
        York Mercantile Exchange’s (NYMEX) closing settlement prices for the last
        business trading day in the corresponding contract month for NYMEX natural
        gas
        future contract for delivery at Henry Hub

      


      QUANTITY
        MEASUREMENT  MMBTU
        (One Million British Thermal Units)

      


      QUANTITY
        PER CALCULATION PERIOD ***

      


      CALCULATION
        PERIOD Each
        calendar month beginning with ***
        and
        ending ***

      


      PAYMENT
        DATE Amounts
        owed shall be due and payable on or before 12:00 noon (Central Time) on the
        fifth Business Day succeeding the date on which the Floating Price is
        determined

      


      


      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
               

            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        




      Schedule
        X

      


      


      
        	
                Deal
                  Number

              	
                ***
                  Reference #

              	
                TXU
                  Reference #

              
	
                1

              	
                ***

              	
                ***

              
	
                2

              	
                ***

              	
                ***

              
	
                3

              	
                ***

              	
                ***

              
	
                4

              	
                ***

              	
                ***

              
	
                5

              	
                ***

              	
                ***

              
	
                6

              	
                ***

              	
                ***

              
	
                7

              	
                ***

              	
                ***

              
	
                8

              	
                ***

              	
                ***

              
	
                9

              	
                ***

              	
                ***

              
	
                10

              	
                ***

              	
                ***

              
	
                11

              	
                ***

              	
                ***

              
	
                12

              	
                ***

              	
                ***

              
	
                13

              	
                ***

              	
                ***

              
	
                14

              	
                ***

              	
                ***

              
	
                15

              	
                ***

              	
                ***

              
	
                16

              	
                ***

              	
                ***

              
	
                17

              	
                ***

              	
                ***

              
	
                18

              	
                ***

              	
                ***

              
	
                19

              	
                ***

              	
                ***

              
	
                20

              	
                ***

              	
                ***

              


      

      


      


      
        ***
          CONFIDENTIAL MATERIAL REDACTED AND

        FILED
          SEPARATELY WITH THE
          COMMISSION


      


      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibit
        X

      


      
        	
                CONFIDENTIAL

              	 	 


      

       

      TXU
        Energy Company LLC

      1601
        Bryan Street

      Dallas,
        TX 75201-3411

       

      __________,
        2007

       

      ***

       

      
        	
                Re:

              	
                Transaction
                  Confirmation

              


      

      Our
        Ref:_____________  Fax:  _______________

       

      ***
        Ref:
        ***

      Dear
        Sirs:

       

      The
        purpose of this amended and restated letter agreement (this “Confirmation”)
        is to
        confirm the terms and conditions of the transaction entered into between
        ***
        (“Party
        A”)
        and
        TXU Energy Company LLC, a Delaware limited liability company, as successor
        to
        TXU Generation Development Company LLC by way of novation (“Party
        B”)
        on
        June 6, 2006 (the “Original
        Trade Date”)
        as
        referenced below. This amended and restated Confirmation shall supersede
        the
        confirmation entered into on the Original Trade Date in all
        respects.

       

      The
        definitions and provisions contained in the 2000 ISDA Definitions published
        by
        the International Swaps and Derivatives Association, Inc. (“ISDA”),
        as
        supplemented from time to time, (collectively the “2000
        ISDA Definitions”)
        are
        incorporated into this Confirmation. Additionally, the 2005 Commodity
        Derivatives Definitions, as supplemented or modified from time to time
        (collectively, the “Commodity
        Definitions”)
        published by ISDA are hereby incorporated into this Confirmation by reference
        with respect to any “Transactions”
(as
        defined by the Commodity Definitions) in commodities, except as otherwise
        specifically provided in this Confirmation. In the event of any inconsistency
        between the 2000 Definitions and the Commodity Definitions with respect to
        such
        Transactions, the Commodity Definitions will prevail.

       

      
        This
          Confirmation evidences a complete and binding agreement between Party A
          and
          Party B as to the terms of this Transaction to which this Confirmation
          relates.
          This Confirmation supplements, forms part of, and is subject to, the ISDA
          Master
          Agreement dated as of August 28, 2006, as amended and supplemented from
          time to
          time (the “Agreement”),
          including the Amended and Restated Schedule thereto dated as of the date
          hereof,
          between Party A and Party B (which Agreement amends and restates the ISDA
          Master
          Agreement and Schedule thereto between Party A and Party B dated as of
          August
          28, 2006 and the master Confirmation dated June 6, 2006 (together, the
          “Original
          Agreement”)).
          All
          provisions contained in the Agreement govern this Confirmation except as
          expressly modified below. All other Transactions outstanding as of the
          date
          hereof between Party A and Party B and all future Commodities Transactions
          between Party A and Party B (the “Other
          Transactions”
and,
          together with this Transaction, the “Party
          A Transactions”)
          shall
          be governed by and subject to the terms and conditions of, the Agreement,
          including this Confirmation (and no longer be subject in any respect to
          the
          terms and conditions of the Original Agreement). All confirmations evidencing
          such Other Transactions shall constitute “Other
          Transactions”
that
          supplement, form part of and are subject to the Agreement. For purposes
          of this
          Transaction and all Other Transactions, (i) the 30-day grace period under
          Section 5(a)(ii) of the Agreement will not apply with respect Sections
          2(b)(i)
          through (vi) (provided, that with respect to clause 2(b)(v), this provision
          shall not be deemed to limit the forty-five (45) day period described therein),
          (ii) for purposes of Section 5(a)(vi) of the Agreement, (A) the Threshold
          Amount
          with respect to Party B shall be *** and (B) “Specified Indebtedness” shall mean
          with respect to Party B the Group First Lien Facilities and any refinancing
          or
          replacement thereof or successor facility thereto.

      

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      All
        Party
        A Transactions are entered into on the understanding that this Confirmation
        and
        any Other Confirmations form a single agreement between the parties, and
        the
        parties would not otherwise enter into this Transaction or any Other
        Transaction(s).

       

      This
        Confirmation supersedes any prior oral or written agreement between the Parties
        regarding the subject matter hereof. This Confirmation, together with the
        Agreement, shall constitute the entire agreement between the Parties with
        respect to this Transaction.

       

      1.  Transactions:

       

      The
        transactions, the terms of which are set forth in Schedule 1 (collectively,
        this
“Transaction”),
        are
        commodity swaps.

       

      2.  Collateral
        Requirements:

       

      Party
        A
        Credit Terms:

       

      Credit
        Support Provider: ***.

       

      Credit
        Support Document: ***

       

      Party
        B
        Credit Terms:

       

      Credit
        Support Provider: None.

       

      Credit
        Support Document: any security document, collateral trust agreement, guaranty
        or
        any other collateral security document or arrangement evidencing or granting
        a
        lien in the Group Collateral that is entered into by Party B or one of its
        affiliates in connection with the Group First Lien Facilities.

       

      
        
          	
                  (a)

                	
                  Provision
                    Controlling.
                    Notwithstanding anything to the contrary in this Transaction,
                    or the
                    Agreement, the provisions of this Section 2 shall govern all
                    of the
                    obligations of Party B with respect to the posting of collateral
                    to Party
                    A with respect to this Transaction and all Party A Transactions
                    under the
                    Agreement. In the event of any conflict between the terms and
                    conditions
                    of this Section 2 and any other provision of the Agreement, any
                    schedule,
                    annex or exhibit to the Agreement or any Other Confirmation issued
                    under
                    the Agreement, the terms of this Section 2 shall control and
                    govern. The
                    parties agree that this Section 2 shall be a part of the Agreement
                    as
                    executed and shall serve as a collateral addendum for the
                    Agreement.

                


        

      

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      
         

        
          	
                  (b)

                	
                  TXU
                    Group Financing

                


        

      

      

        
          	 	
                  (i)

                	
                  Provision
                    of Group Collateral.
                    On the Eagle Date, TXU Corp and/or its subsidiaries (the “TXU
                    Group”)
                    will enter into a secured first lien financing transaction having
                    terms
                    similar to those set forth in the commitment letter dated as
                    of February
                    25, 2007 (such secured financing, as the same may be amended,
                    supplemented, restated, replaced, refinanced, renewed or otherwise
                    modified from time to time, the “Group
                    First Lien Facilities”),
                    and, in connection with entering into the Group First Lien Facilities,
                    Party B will secure its obligations under the Transactions and
                    the
                    Agreement by granting to Party A a first priority security interest
                    in and
                    lien on the Group Collateral, which security interest and lien
                    shall rank
                    pari passu with the Group First Lien Facilities and shall be
                    subject only
                    to Group Collateral Permitted Liens. Such security interest and
                    liens
                    shall be granted through instruments that entitle Party A’s obligations
                    hereunder to benefit from the same lien granted in the Group
                    Collateral to
                    holders of obligations under the Group First Lien Facilities.
                    Party A and
                    the collateral agent or other representative of the holders of
                    the
                    obligations under the Group First Lien Facilities shall also
                    enter into a
                    collateral agency and intercreditor agreement in connection with
                    the Group
                    First Lien Facilities on the Eagle Date (as the same may be amended,
                    supplemented, or otherwise modified from time to time, the “Intercreditor
                    Agreement”),
                    The Intercreditor Agreement shall contain the terms set forth
                    in the last
                    sentence of this clause (b)(i);
                    (2) deliver to Party A a reliance letter permitting Party A to
                    rely on
                    opinions related to the Group Collateral given to the administrative
                    agent
                    for the lenders in connection with the closing of the Group First
                    Lien
                    Facilities; and (3) deliver to Party A a copy of a real property
                    mortgage
                    and fixture filing and all security documents granting the lien
                    and
                    security interest referred to in clause (1) above together with
                    copies of
                    UCC-1 financing statements filed with the appropriate state and
                    local
                    authorities perfecting the lien and security interest on personal
                    property
                    referred to in clause (1) above. The salient terms of the Intercreditor
                    Agreement shall provide that Party A: (x) with respect to the
                    lien
                    described in clause (A), (I) such lien shall rank pari passu
                    with the lien
                    granted on the Group Collateral to the holders of the obligations
                    under
                    the Group First Lien Facilities as provided in clause (1)(A)
                    above, (II)
                    shall be entitled to share, on a pro rata basis, in the proceeds
                    of any
                    liquidation of the Group Collateral consummated in connection
                    with a
                    foreclosure on the Group Collateral in an amount equal to the
                    Aggregate
                    Net Settlement Amount and (III) (aa)
                    shall have voting rights with respect to any remedies proposed
                    to be taken
                    by the holders of indebtedness under the Group First Lien Facilities
                    with
                    respect to the Group Collateral (and such voting rights shall
                    be
                    calculated at an amount equal to the greater of its Aggregate
                    Net
                    Settlement Amount and *** where “Aggregate
                    Net Settlement Amount”
                    shall be the payment due upon declaration of an Early Termination
                    Date (or
                    if no Early Termination Date has been declared, the payment that
                    would be
                    due upon such a declaration) in respect of this Transaction and
                    all other
                    Transactions under the Agreement under Section 6(e) of the Agreement
                    if it
                    has been executed) and (bb) shall have voting rights with respect
                    to any
                    amendment or waiver of any provision of the Intercreditor Agreement
                    that
                    (x) changes the priority of Party A’s lien on the Group Collateral
                    relative to the priortiy of the lien granted to the secure the
                    obligations
                    of the holders of the Group First Lien Facilities or the priority
                    of
                    payments to Party A upon a foreclosure and liquidation of the
                    Group
                    Collateral relative to the priority of the lien granted to the
                    holders of
                    the Group First Lien Credit Facilities or (y) by its terms affects
                    Party A
                    and the other holders of obligations relating to commodity hedges
                    and
                    power purchase agreements disproportionately as compared to the
                    holders of
                    obligations under the Group First Lien Facilities and such amendment
                    or
                    waiver shall only be effective if approved by a majority of all
                    obligations secured by a lien on the Group Collateral (where
                    Party A’s
                    voting rights shall be calculated in the manner set forth above)
                    that is
                    disproportionately affected.

                


        

      

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      

        
          	 	
                  (ii)

                	
                  Restrictive
                    Covenants.
                    Simultaneously with the execution of the Group First Lien Facilities,
                    the
                    following terms, in the form contained in the Group First Lien
                    Facilities
                    giving effect to subsequent modification, amendment, supplement,
                    waiver,
                    replacement or refinancing, shall be incorporated by reference
                    herein or
                    by supplement hereto: (A) limitation on liens; and (B) maintenance
                    of
                    insurance. The restriction requiring that proceeds from asset
                    sales be
                    reinvested or used to make mandatory prepayments of indebtedness
                    in the
                    form such restriction is contained in the Group First Lien Facilities
                    shall be incorporated herein without regard to any subsequent
                    modification, amendment, supplement, waiver, replacement or refinancing
                    unless Party A’s Maximum Expected Exposure is below *** at which point the
                    restriction shall thereafter be subject to any subsequent modification,
                    amendment, supplement, waiver, replacement or refinancing. For
                    this
                    purpose, “Maximum
                    Expected Exposure”
                    means the sum of (A) the average of the amounts that would be
                    owing to
                    Party A (if positive) if an Early Termination Date were established
                    on the
                    twenty days (whether or not consecutive) within the six month
                    period
                    preceding the relevant determination on which Party A would be
                    owed the
                    largest payments under Section 6(e) of the Agreement (after disregarding
                    the day for which the highest amount would be owing to Party
                    A if an Early
                    Termination Date were established on such date), plus (B) the
                    product of
                    *** multiplied by the Notional Quantity remaining outstanding
                    under this
                    Transaction and all Other Transactions between Party A and Party
                    B.

                


        

         

        
          	 	
                  (iii)

                	
                  Limitations
                    on Trading Activities.
                    Party B agrees to comply with the provisions of Schedule 2 hereto
                    as of
                    the Eagle Date. If Party A and Party B mutually agree to a different
                    framework on the limitations on trading activities in conjunction
                    with a
                    TXU Group Financing, Schedule 2 will be updated to be consistent
                    with the
                    mutually acceptable modifications.

                


        

         

        
          	 	
                  (iv)

                	
                  INTENTIONALLY
                    OMITTED 

                


        

         

        
          	 	
                  (v)

                	
                  Overhedging.
                    Party B shall be subject to the following requirements: On each
                    Determination Date Party B shall determine whether it is Hedge
                    Compliant
                    or Hedge Non-Compliant. Promptly following each Determination
                    Date Party B
                    shall provide a certification of its determination to Party A.
                    If as of a
                    Determination Date Party B determines that it is in Hedge Non-Compliant
                    then it shall by not later than the 45th
                    calendar day following such Determination Date become Hedge Compliant.
                    Failure to become Hedge Compliant by such date shall constitute
                    an
                    immediate Event of Default with respect to Party
                    B.

                


        

         

        For
          purposes of this Section, the following terms shall have the meanings specified
          below:

      

       

      “Determination
        Date”
means
        (i) any date on which TXU Corp. or any of its subsidiaries sells or otherwise
        disposes of a baseload power generating asset having a nameplate capacity
        of ***
        or more (each, a “Relevant Power Asset”) or, in the case of Relevant Power
        Assets under development, having an anticipated volume (based on the relevant
        EPC contract) of *** or more, (ii) any date on which Party A’s lien on a
        Relevant Power Asset is released or subordinated and (iii) the first business
        day of February of each calendar year commencing with such first business
        day to
        occur after the Eagle Date.

       

      “Hedge
        Compliant”
means
        that the aggregate net volume of Party B Hedges (aggregating actual and notional
        quantities) for each Hedge Year for which there are Party B Hedges is less
        than
        the Allowed Hedge Capacity.

       

      “Hedge
        Non-Compliant”
means
        the aggregate net volume of Party B Hedges (aggregating actual and notional
        quantities) for any Hedge Year for which there are Party B Hedges is greater
        than the Allowed Hedge Capacity. 

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      “Hedge
        Year”
means
        the twelve month period from January 1 through December 31 of each year during
        the term of this Transaction and any Other Transaction with the exception
        of the
        year in which the Determination Date occurs - for this year, the Hedge Year
        shall represent the remaining months of the year.

       

      “Allowed
        Hedge Capacity”
means
        in relation to each Hedge Year, the expected generation output from all baseload
        power plants of TXU Corp and its subsidiaries (excluding any such power plant
        to
        be sold and their associated hedges, but including any such power plant that,
        based on a current schedule provided by the relevant EPC provider, will be
        placed in service within *** of the Determination Date) based on TXU Corp.’s
        projected capacity factor and outage schedule by such power plant, plus any
        power purchased under power purchase contracts (including but not limited
        to
        power purchased from wind generation), converted to an mmbtu equivalent based
        on
        the prevailing forward looking market heat rate for that period. The Allowed
        Hedge Capacity shall be *** for the calculated mmbtu equivalent for the Hedge
        Year in which the Determination Date occurs and the immediately following
        Hedge
        Year (second year) and *** for next following Hedge Year and for each Hedge
        Year
        thereafter, it being understood that the Allowed Hedge Capacity for the Hedge
        Year in which a Determination Date occurs will be prorated to reflect the
        monthly production schedule for the balance of the Hedge Year. 

       

      “Hedges”
means
        any wholesale physical and or financial sales and purchases of power or power
        equivalents (including but not limited to natural gas swaps, options or forward
        contracts); for purposes of clarity, Hedges do not include sales to end-use
        customers (such as retail residential customers) and transactions that are
        defined as trading activities in Schedule 2.

       

      “Party
        B Hedges”
means
        Hedges entered into by TXU Energy Company LLC or its Affiliates in connection
        with the baseload power generation business (and not the retail power business)
        conducted by such entities and Hedges entered into by any successors to such
        entities in the conduct of such power generation business.

      

        
          	 	
                  (vi)

                	
                  Release
                    of Collateral.
                    In
                    no event may Party B sell assets or permit the release of the
                    liens on the
                    Group Collateral required under (b)(i), individually or in the
                    aggregate
                    and whether in one or a series of transactions, on assets comprising
                    all
                    or a substantially all of the Group Collateral. If the Group
                    First Lien
                    Facilities are terminated, including in connection with any amendment
                    and
                    restatement or refinancing, the liens securing Party B’s (and each
                    guarantor’s) obligations to Party A shall survive. Subject to the
                    foregoing, Party A agrees that it shall, at Party B’s sole cost and
                    expense, release its liens on and security interests in the Group
                    Collateral (and Party A shall promptly execute such releases
                    and other
                    documentation as may be necessary or, in the reasonable opinion
                    of Party
                    B, desirable to effect such release) on the date on which no
                    obligations
                    in respect of this Transaction remain outstanding (other than
                    contingent
                    and unasserted obligations in respect of indemnities and similar
                    provisions).

                


        

         

        
          	 	
                  (vii)

                	
                  Further
                    Assurances.
                    The further assurances terms, in the form contained in the Group
                    First
                    Lien Facilities giving effect to subsequent modification, waiver,
                    replacement or refinancing, shall be incorporated by reference
                    herein or
                    by supplement hereto.

                


        

      

       

      (c)   Additional
        Events of Default.

      

        Each
          of
          the following will constitute an Additional Event of Default hereunder
          with
          Party B as the Defaulting Party:

         

        
          	 	
                  (i)

                	
                  Any
                    of the following occurs with respect to Party B's obligations
                    to Party A
                    or any guarantor’s obligations to Party A under any guarantees in respect
                    thereof: 

                


        

         

      

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (A)

              	
                such
                  obligations cease to be subject to, on a pari passu basis with
                  the
                  obligations under the Group First Lien Credit Facilties, an enforceable,
                  valid and perfected uncapped first priority lien on and security
                  interest
                  in the Group Collateral subject only to Group Collateral Permitted
                  Liens
                  (it being understood that the release of any Group Collateral not
                  prohibited by the Agreement shall not result in a breach of the
                  foregoing
                  Additional Event of Default); or 

              


      

       

      
        	 	
                (B)

              	
                at
                  any time a release or disposal (in one or more related transactions)
                  of
                  all or substantially all of the collateral securing the obligations
                  of
                  Party B.

              


      

       

      (d) Definitions.
        As used
        in this Confirmation, the following terms shall have the following
        meanings:

       

      “Affiliate”
shall
        mean, in relation to any person, any entity controlled, directly or indirectly,
        by the person, any entity that controls, directly or indirectly, the person
        or
        any entity directly or indirectly under common control with the person
        (excluding ***). For this purpose, “control” of any entity or person means
        ownership of a majority of the voting power of the entity or
        person.

       

      “Confidential
        Information”
means
        all data, reports, interpretations, plans, customer or supplier lists, contract
        terms and conditions, forecasts and records, whether in written, oral or
        electronic form, whether or not made, developed and/or conceived by Receiving
        Party (whether before, on or after the date of this Agreement) and containing
        or
        otherwise reflecting information concerning:

       

      
        	 	
                (A)

              	
                the
                  terms of the Agreement, this Confirmation, this Transaction, any
                  other
                  Transactions hereunder;

              


      

       

      
        	 	
                (B)

              	
                the
                  content of any and all conversations, discussions or correspondence
                  to or
                  from the Providing Party regarding the above matters;
                  and

              


      

       

      
        	 	
                (C)

              	
                any
                  other information which is marked by the Providing Party or its
                  representatives as “confidential” or “proprietary” or similar
                  appellation.

              


      

       

      Notwithstanding
        the foregoing, the following will not constitute Confidential Information
        for
        purposes of this Agreement:

       

      
        	 	
                (W)

              	
                Information
                  which was already in Receiving Party's possession prior to its
                  receipt
                  from the Providing Party and which the Receiving Party was not
                  otherwise
                  obligated to keep confidential;

              


      

       

      
        	 	
                (X)

              	
                Information
                  which is obtained by Receiving Party from a third person who, insofar
                  as
                  is known to Receiving Party, is not prohibited from transmitting
                  the
                  information by a contractual, legal or fiduciary obligation to
                  the
                  Providing Party; and

              


      

       

      
        	 	
                (Y)

              	
                Information
                  which is or becomes publicly available other than as a result of
                  disclosure by Receiving Party in violation of this
                  Agreement.

              


      

       

      “Eagle
        Date”
means
        the date that TXU Corp. and/or its subsidiaries has entered the Group First
        Lien
        Facilities and Party B has secured the obligations of Party A hereunder by
        complying with clauses (1), (2) and (3) of section 2(b)(i) hereof.

       

      “Group
        Collateral”
shall
        mean collateral granted under the Group First Lien Facilities.

       

      “Group
        Collateral Permitted Liens”
shall
        have the same meaning as such similar term in the Group First Lien Facilities,
        as such term may be amended, modified, waived or supplemented from time to
        time.

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      3.   Payment
        Instructions:

       

      Payments
        shall be made according to instructions provided by the parties to each other
        in
        writing from time to time.

       

      4.   Additional
        Terms and Conditions:

      

        
          	
                  (a)

                	
                  Jurisdiction.
                    With respect to any suit, action or proceedings relating to this
                    Confirmation, each party irrevocably submits to the non-exclusive
                    jurisdiction of the courts of the State of New York located in
                    the Borough
                    of Manhattan in New York City and the United States District
                    Court located
                    in the Borough of Manhattan in New York
                    City.

                


        

         

        
          	
                  (b)

                	
                  Waiver
                    of Jury Trial.
                    Insofar as is permitted by law, each party irrevocably waives
                    any and all
                    rights to trial by jury in any legal proceeding in connection
                    with this
                    Agreement or any Transaction, and acknowledges that this waiver
                    is a
                    material inducement to the other party’s entering into this Agreement and
                    each Transaction hereunder.

                


        

         

        
          	
                  (c)

                	
                  Financing
                    Consent.
                    Party A also hereby consents to the assignment of this Agreement
                    (and the
                    rights and obligations of Party B hereunder) pursuant to the
                    applicable
                    collateral documents to the collateral agent or other representative
                    of
                    the holders of the Group First Lien Facilities. If Party B or
                    one of its
                    Affiliates requires further written acknowledgement of the foregoing
                    consent to assignment of this Agreement from Party A, Party A
                    shall not be
                    required to execute such additional written acknowledgement unless
                    it is
                    in a form acceptable to it.

                


        

      

      

        
          	
                  (d)

                	
                  Commodity
                    Definitions.

                


        

         

        
          
            	 	
                    (i)

                  	
                    Market
                      Disruption Events. The following Market Disruption Events in
                      Section 7.4
                      of the Commodity Definitions shall
                      apply:

                  


          

           

          
            	 	
                    (A)

                  	
                    Price
                      Source Disruption

                  


          

           

          
            	 	
                    (B)

                  	
                    Trading
                      Disruption

                  


          

           

          
            	 	
                    (C)

                  	
                    Disappearance
                      of Commodity Reference Price

                  


          

           

          
            	 	
                    (D)

                  	
                    Material
                      Change in Formula

                  


          

           

          
            	 	
                    (E)

                  	
                    Material
                      Change in Content

                  


          

           

          
            	 	
                    (ii)

                  	
                    Disruption
                      Fallbacks.
                      The following Market Disruption Fallbacks in Section 7.5(c)
                      of the
                      Commodity Definitions shall apply, in the following order,
                      except as
                      otherwise specifically provided in any
                      Confirmation:

                  


          

           

          
            	 	
                    (A)

                  	
                    Postponement
                      (with Maximum Days of Disruption equal to three Commodity Business
                      Days);

                  


          

           

          
            	 	
                    (B)

                  	
                    Fallback
                      Reference Price (if the parties have specified an alternate
                      Commodity
                      Reference Price in a Confirmation);

                  


          

           

          
            	 	
                    (C)

                  	
                    Negotiated
                      Fallback; and

                  


          

           

          
            	 	
                    (D)

                  	
                    Fallback
                      Reference Dealers.

                  


          

        

      

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      

        
          	
                  (e)

                	
                  Confidentiality. Each
                    party that receives Confidential Information hereunder (the “Receiving
                    Party”)
                    agrees that all such Confidential Information will be held and
                    treated by
                    it and its representatives in confidence and will not, except
                    as
                    hereinafter provided, without the prior written consent of the
                    party that
                    provided such Confidential Information (the “Providing
                    Party”),
                    be disclosed, in any manner whatsoever, in whole or in part,
                    and will not
                    be used other than in connection with the purposes contemplated
                    in this
                    Confirmation; provided
                    that either party may disclose such Confidential Information
                    (i) to
                    potential investors or buyers, potential arrangers of financing
                    and
                    potential lenders (and their respective accountants, attorneys
                    and
                    advisors) (provided that disclosure will not be made to potential
                    lenders
                    until the arrangers of financing have launched a general syndication
                    process as evidenced by the holding of a bank meeting), (ii)
                    to credit
                    rating agencies and (iii) as required by applicable securities
                    laws or
                    regulatory authorities. Except as set forth in clauses (i) through
                    (v), in
                    the event that the Receiving Party is requested or required to
                    disclose
                    any Confidential Information, the Receiving Party shall provide
                    the
                    Providing Party with prompt written notice of any such request
                    or
                    requirement, if such notice is, in the determination of the Receiving
                    Party’s counsel, permitted by law, so that the Providing Party may
                    seek an
                    appropriate protective order or waive compliance with the provisions
                    of
                    this Section. If, failing the entry of a protective order or
                    the receipt
                    of a waiver hereunder, the Receiving Party, in the determination
                    of its
                    counsel, is compelled to disclose Confidential Information, the
                    Receiving
                    Party may disclose that portion of the Confidential Information
                    which the
                    Receiving Party’s counsel advises that the Receiving Party is compelled to
                    disclose. All right, title and interest in Confidential Information
                    shall
                    remain with the Providing Party and nothing contained herein
                    shall be
                    construed as granting or conferring any rights by license or
                    otherwise in
                    any Confidential Information.

                


        

      

       

      5.    Non-reliance
        Representations:

       

      Each
        party will be deemed to represent to the other party on the date on which
        it
        enters into a Transaction that (absent a written agreement between the parties
        that expressly imposes affirmative obligations to the contrary for that
        Transaction):

       

      
        	
                (a)

              	
                Non-Reliance.
                  It is acting for its own account, and it has made its own independent
                  decisions to enter into that Transaction and as to whether that
                  Transaction is appropriate or proper for it is based upon its own
                  judgment
                  and upon advice from such advisors as it has deemed necessary.
                  It is not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into that Transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of a Transaction shall not be considered investment
                  advice
                  or a recommendation to enter into that Transaction. No communication
                  (written or oral) received from the other party shall be deemed
                  to be an
                  assurance or guarantee as to the expected results of that
                  Transaction.

              


      

       

      
        	
                (b)

              	
                Assessment
                  and Understanding.
                  It is capable of assessing the merits of and understanding (on
                  its own
                  behalf or through independent professional advice), and understands
                  and
                  accepts, the terms, conditions and risks of that Transaction. It
                  is also
                  capable of assuming, and, assumes, the risks of that
                  Transaction.

              


      

       

      
        	
                (c)

              	
                Status
                  of Parties.
                  The other party is not acting as a fiduciary for or an adviser
                  to it in
                  respect of that Transaction.

              


      

       

      6.   Representations
        and Warranties:

       

      In
        connection with the negotiation of, the entering into, and the execution
        of a
        Confirmation, each party hereby represents and warrants to the other party
        that
        (a) it is both an (i) “Eligible
        Swap Participant”
within
        the meaning of Part 35.1(b)(2) of the General Regulations under the Commodity
        Exchange Act, as amended and (ii) “Eligible
        Contract Participant”
as
        defined in Sec. 1a.(12) of the Commodity Exchange Act, as amended (the
“CEA”),
        (b)
        the Agreement and each Transaction is subject to individual negotiation by
        each
        party, and (c) neither the Agreement nor any Transaction will be executed
        or
        traded on a “trading facility” within the meaning of Section 1a(33) of the
        CEA.

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      Each
        party represents to the other that this agreement is its legal, valid and
        binding obligation, enforceable against it in accordance with its terms (subject
        to bankruptcy, insolvency and other similar laws relating to or affecting
        creditors’ rights generally); the execution and performance of this agreement
        will not cause it to violate any law, regulation or order by which it is
        bound
        or to which it is subject; and it has all necessary consents or approvals
        of any
        regulatory body to which it is subject.

       

       

      7.   Additional
        Representations:

       

      As
        of the
        date hereof, Party B represents and warrants to Party A that:

      

        
          	
                  (a)

                	
                  to
                    the extent that the Group Collateral consists of equity interests
                    in any
                    entity, the liens granted to Party A (or to the applicable collateral
                    agent for the benefit of Party A) are free and clear of all liens
                    other
                    than those (i) arising pursuant to the limited liability company
                    agreements or other governing documents of such entity or applicable
                    securities laws, (ii) for taxes not yet due, real property taxes
                    imposed
                    by the State of Texas that are not yet delinquent, or taxes that
                    are being
                    contested  in good faith and for which reserves have been maintained
                    in accordance with GAAP, (iii) that arise by operation of law
                    and (iv)
                    Group Permitted Liens; and

                


        

         

        
          	
                  (b)

                	
                  with
                    respect to all other assets, the liens granted to Party A (or
                    to the
                    applicable collateral agent for the benefit of Party A)
                    (i) constitute valid and perfected liens of record on all right,
                    title or interest in all such collateral consisting of real property,
                    (ii)
                    constitute perfected security interests in all right, title or
                    interest in
                    all in all such collateral consisting of personal property, and
                    (iii) are
                    subject to no liens except Group Permitted
                    Liens.

                


        

      

       

      8. Limitation
        of Liability:

       

      No
        party
        shall be required to pay special, exemplary, punitive, incidental, consequential
        or indirect damages whether or not arising from a party’s negligence) to the
        other party, nor shall any payments required under this agreement be deemed
        to
        be such damages.

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



       

      Please
        provide your confirmation that the foregoing accurately reflects our agreement
        by signing in the space below and delivering a duly executed counterpart
        hereof
        (which delivery shall be deemed to have been made upon delivery thereof at
        our
        above address or upon our receipt of a facsimile transmission of a copy thereof
        to our facsimile [(214-875-9050))]. Your response should reflect the appropriate
        person within your organization who has authority to enter into this Agreement
        and should be received by Party B no later than 5:00 pm Central Time on the
        third Business Day following the date received by you. Furthermore, you agree
        to
        notify us of any bona fide error that would require revision in order to
        accurately reflect our agreement by such time. If Party B has not been notified
        of a bona fide error or received a fully executed confirmation in the manner
        set
        forth above, this Transaction shall be deemed binding on Party A and Party
        B as
        sent. Please direct and questions or concerns to [Sara Herrlein at (214)
        875-9526].

       

      
        	 	 	
                Very
                  truly yours

                TXU
                  Energy Company LLC

              	 
	 	 	 	 
	 	
                By:

              	 	 
	 	
                Name:

              	
                 

              	 
	 	
                Title:

              	
                 

              	 


      

       

      
        	
                ACCEPTED
                  AND AGREED

              	 	 
	 	 	 	 
	
                ***

              	 	 	 
	 	 	 	 
	
                By:

              	
                 

              	 	 
	
                Name:

              	
                 

              	 	 
	
                Title:

              	
                 

              	 	 


      

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



       

      Schedule
        1

       

       

      [Transaction
        Terms]

       

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



       

      Schedule
        2

       

      Framework
        For Oversight On Trading Activities

      


      To
        mitigate the potential market effects of wholesale activities on the overall
        economic value of the underlying enterprise, the following operational limit
        structure and governance framework would be utilized: 

      


      Operational
        Limit Structure Related

      


      1)
        Party
        B will adhere to a stand-alone economic VaR (“VaR”) limit for its existing and
        prospective trading activities separately from other wholesale operations
        (described further below).

      


      2)
        The
        VaR calculation will based on Party B’s proprietary VaR calculation which will
        employ a Monte Carlo simulation approach (or an equivalently accepted energy
        industry analytical methodology) at a *** confidence interval and an assumed***
        holding period.

      


      3)
        The
        VaR limit for trading activities will be initially set at ***.

      


      4)
        To
        provide flexibility for Party B to manage and grow its business, the VaR
        limit
        would change over time reflecting the principle that the risk/reward profile
        would remain the same. As Party B intends to grow its power and gas trading
        activities by ***, the VaR limit would follow the schedule below:

       

      Year  VaR
        Limit

      ***  ***

      


      
 

      


      
        	 	
                5)

              	
                Party
                  B would not be allowed to increase its then-current VaR limit to
                  the
                  levels described in subsequent years if the VaR for an applicable
                  year
                  exceeds the then-current VaR limit for more than ***. Once these
                  conditions have been met, Party B would be able to increase its
                  then-current VaR limit to the VaR limit described for the applicable
                  year
                  in the above schedule.

              


      

      


      
        	 	
                6)

              	
                Party
                  B would not be allowed to increase its then-current VaR limit to
                  the
                  levels described in subsequent years if the negative daily PNL
                  ***.

              


      

      


      
        	 	
                7)

              	
                To
                  the extent that Party B increases the size of its baseload generation
                  asset capacity by ***, the VaR limits would be adjusted on a proportionate
                  basis by multiplying the VaR limit per year by the ratio of the
                  then-current baseload generation asset capacity divided by the
                  sum of the
                  baseload generation asset capacity as of the effective date of
                  this
                  schedule plus ***; however, the proportionate adjustment shall
                  only apply
                  if the then-current baseload generation asset capacity is greater
                  than the
                  sum of the baseload generation asset capacity as of the effective
                  date of
                  this schedule plus ***.

              


      

      


      Governance
        Related

      


      1)
        Trading activities consist of primarily power/heat-rate and gas activities
        and
        secondarily of environmental, weather, renewable energy credit (“REC”),
        ancillary services, and coal related transactions. The classification of
        trading
        activities will be consistent with Party B’s external 10-K disclosures for
        2006.

       

      2)
        To the
        extent that Party B exceeds the then-current VaR limit, Party B will provide
        written or email notice to Party A. 

      ***
        CONFIDENTIAL MATERIAL REDACTED AND

      FILED
        SEPARATELY WITH THE COMMISSION

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      


      3)
        While
        Party B will need the ability to update its risk management related policies
        periodically to ensure risk management best practices, Party B would not
        modify
        its risk management related policies in any manner which increases the level
        of
        risk allowed in its trading activities beyond the VaR limit structure outlined
        above.

      


      4)
        Party
        B would allow an audit option to validate and verify the applicable
        transactions, the associated VaR calculations support and documentation,
        and the
        reporting and distribution of the measure. Audits must be performed by an
        independent, third party firm *** and must be conducted in a manner which
        would
        not result in Party A receiving confidential or proprietary trade information.
        The audit option is triggered when VaR ***.

      


      5)
        Party
        A shall have the authority to require Party B to fulfill an execution path
        selected by Party B that should not exceed 10 working days (which allow some
        flexibility in the event of other market related factors) which decreases
        exposure below the then-current VaR limit.

      


      Wholesale
        Activities Excluded from Trading Activities

      


      The
        following list describes the wholesale transactions that are executed in
        the
        normal course of business that would be excluded from stand-alone economic
        VaR
        limit cited above related to trading activities:

      


      
        	 	
                1)

              	
                Sales
                  or purchases of financial and/or physical (including futures, cleared
                  and
                  over-the-counter swaps and options) power, heat rate, natural gas,
                  environmental emission credits, renewable energy credits, weather,
                  ancillary services, and related instruments such as location basis
                  and
                  congestion to hedge and balance Party B’s net open native
                  position

              


      

      
        	 	
                2)

              	
                Sales
                  of physical power to municipal utilities, electrical cooperatives,
                  competitive retail electric providers, and end-use customers (such
                  as
                  large commercial and industrial customers) whose principal use
                  for power
                  is self-consumption

              


      

      
        	 	
                3)

              	
                Purchases
                  (and sales for balancing) of power related products and services
                  as
                  required to serve Party B’s’s retail load requirement including shaped or
                  full requirement energy transactions, wind power purchase agreements,
                  power asset management transactions, scheduling services agreements,
                  and
                  related transactions that are required to support retail load sales
                  or #2
                  above

              


      

      
        	 	
                4)

              	
                Purchases
                  (and sales for balancing) of generation asset fuel including natural
                  gas,
                  fuel oil, and coal commodities

              


      

      
        	 	
                5)

              	
                Sales
                  of fly ash resulting from generation asset
                  production

              


      

      
        	 	
                6)

              	
                Procurement
                  of generation asset transport requirements including gas storage
                  and
                  transportation, railcar leases, and other required coal transportation
                  capacity

              


      

      


      The
        incremental economic VaR impact of the activities above is anticipated to
        be
        risk neutral to risk decreasing relative to the economic VaR of the native
        position on a stand-alone, un-hedged basis.

      


      
        ***
          CONFIDENTIAL MATERIAL REDACTED AND

        FILED
          SEPARATELY WITH THE COMMISSION