<PAGE>
                                                                    EXHIBIT 10.3

                                    FORM OF
                             INTERCREDITOR AGREEMENT

         INTERCREDITOR AGREEMENT dated as of [________], 20[__] among

         [________] (the "Initial Receivables Purchaser"),

         [________], in its capacity as indenture trustee (the "Indenture
         Trustee") under that certain [describe receivables financing indenture
         or equivalent document] (as it may hereafter from time to time be
         amended, restated or modified, the "Master Indenture"),

         Central Power and Light Company, a Texas corporation (in its individual
         capacity, the "Company" and in its capacity as the initial servicer of
         the Eligible Assets referred to below, including any successor in such
         capacity, the "Receivables Servicer"), and

         CPL Transition Funding LLC, a Delaware limited liability company (the
         "Transition Bond Issuer"),

         U.S. Bank, National Association, a national banking association
         organized under the laws of the United States of America (the
         "Transition Bond Trustee"),

         Central Power and Light Company, a Texas corporation, in its capacity
         as the initial servicer of the Transition Property referred to below
         (including any successor in such capacity, the "TC Servicer"), and

         Central Power and Light Company, a Texas corporation (together with its
         successors and assigns, in its capacity as collection agent for the
         benefit of the TC Servicer, the Receivables Servicer and any Other
         Receivables Servicers, the "Utility"),

         WHEREAS, pursuant to the terms of the Receivables Agreements (as such
term and the other terms used but not otherwise defined herein are defined in
Annex I hereto), the Company has sold and may hereafter sell its Outstanding
Receivables other than Excluded Receivables (the "Eligible Assets") and the
Collections to the Initial Receivables Purchaser and the Initial Receivables
Purchaser has engaged or will engage in one or more Receivables Financings; and

         WHEREAS, pursuant to the terms of the Transition Property Purchase and
Sale Agreement dated [______ ___], 2002, among the Transition Bond Issuer and
Central Power and Light Company, in its capacity as Seller (as it may hereafter
from time to time be amended, restated or modified, the "Sale Agreement"), the
Company has sold to the Transition Bond Issuer certain assets known as
"Transition Property" which includes the "Transition Charges"; and

         WHEREAS, pursuant to the terms of the Indenture dated _____, 2002,
among the Transition Bond Issuer and the Transition Bond Trustee (as it may
hereafter from time to time be




                                       1
<PAGE>

amended, restated or modified and as supplemented from time to time by one or
more Series Supplements, such Series Supplements and Indenture being
collectively referred to herein as the "Indenture"), the Transition Bond Issuer,
among other things, has granted to the Transition Bond Trustee a security
interest in certain of its assets, including the Transition Property, to secure
the Notes issued pursuant to the Indenture ("Transition Bonds"); and

         WHEREAS, pursuant to the terms of the Transition Property Servicing
Agreement dated as of the date hereof between the Transition Bond Issuer and the
TC Servicer (as it may hereafter from time to time be amended, restated or
modified, the "Servicing Agreement"), the TC Servicer has agreed to provide for
the benefit of the Transition Bond Issuer servicing functions with respect to
the Transition Charges; and

         WHEREAS, pursuant to the terms of the Receivables Agreements, the
Receivables Servicer has agreed with the Initial Receivables Purchaser to
provide servicing, subservicing and collection functions with respect to the
Eligible Assets and the Collections related to Eligible Assets; and

         WHEREAS, the Purchase Agreement provides that the Transition Property
and the Transition Charges do not constitute Outstanding Receivables; and

         WHEREAS, Collections with respect to Outstanding Receivables are and
will be the subject of the Receivables Agreements, and collections with respect
to Transition Charges are the subject of the Sale Agreement, the Indenture and
the Servicing Agreement; and

         WHEREAS, the parties hereto wish to agree upon their respective rights
relating to such Collections, collections and any bank accounts into which the
same may be deposited, as well as other matters of common interest to them which
arise under or result from the coexistence of the Receivables Agreements, the
Sale Agreement, the Indenture and the Servicing Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

         SECTION 1. Acknowledgment of Ownership Interests and Security
Interests. The Initial Receivables Purchaser and the Indenture Trustee
(collectively, the "Receivables Parties") and the Receivables Servicer hereby
acknowledge the ownership interest of the Transition Bond Issuer in the
Transition Property, including the Transition Charges and the revenues,
collections, claims, rights, payments, money and proceeds arising therefrom, and
the security interest in favor of the Transition Bond Trustee for the benefit of
itself, the holders of Transition Bonds and any credit enhancement provider in
the Transition Property (the "Transition Bond Trustee Collateral") as granted by
the Transition Bond Issuer in the Granting Clause of the Indenture. The
Transition Bond Trustee, the Transition Bond Issuer and the TC Servicer hereby
acknowledge the ownership interest of the Initial Receivables Purchaser in the
Outstanding Receivables and the revenues, Collections, claims, rights, payments,
money and proceeds arising therefrom, and the interests of the Receivables
Financing Entities, whether now existing or hereafter created, in the Eligible
Assets and the related property. The Receivables Parties further acknowledge
that, notwithstanding anything in the Receivables Agreements to the contrary,
none of the Receivables Parties has any interest in the Transition Property or
the Transition Bond





                                       2
<PAGE>


Trustee Collateral and each of the Transition Bond Trustee, the Transition Bond
Issuer and the TC Servicer further acknowledge that, notwithstanding anything in
the Sale Agreement or the Indenture to the contrary, it has no interest in the
Eligible Assets.

         SECTION 2. Deposit Accounts. The Receivables Parties, the Receivables
Servicer, the Transition Bond Issuer, the Transition Bond Trustee and the TC
Servicer each acknowledge that Collections relating to the Eligible Assets and
collections with respect to Transition Property may from time to time be
deposited into one or more designated accounts of the Utility (the "Deposit
Accounts"). Subject to Section 5 below, the Utility agrees to (i) maintain the
Deposit Accounts for the benefit of the TC Servicer, the Transition Bond Trustee
and the Transition Bond Issuer and for the benefit of the Receivables Servicer
and the Receivables Parties (and any future Receivables Financing Entities), as
their respective interests may appear; (ii) allocate and remit funds from the
Deposit Accounts on a daily basis to the Transition Bond Trustee in the case of
collections relating to the Transition Property and the Initial Receivables
Purchaser in the case of Collections relating to the Eligible Assets, provided
that in the case of a shortfall in payment of amounts billed, such allocation
and remittances shall be made, first, on a pro rata basis as between Transition
Charges and Eligible Assets, excluding late charges, based on the respective
amounts of Transition Charges and Eligible Assets billed to each retail electric
provider and, if any retail electric customer is billed directly, to such retail
electric customer, and second, by allocating any late charges to the Company;
and (iii) maintain records as to the amounts deposited into the Deposit
Accounts, the amounts remitted therefrom and the allocations as provided in
clause (ii) above. The Transition Bond Trustee, the Transition Bond Issuer, the
Initial Receivables Purchaser and the Receivables Financing Entities shall each
have the right to require an accounting from time to time of collections,
allocations and remittances by the Utility relating to the Deposit Accounts.

         The Transition Bond Trustee, the Transition Bond Issuer and the TC
Servicer waive any interest in deposits to the Deposit Accounts to the extent
that they constitute Collections on account of Eligible Assets, and the
Receivables Parties and the Receivables Servicer waive any interest in deposits
to the Deposit Accounts to the extent that they constitute collections on
account of Transition Property. Each of the parties hereto acknowledges the
respective security interests of the others in amounts on deposit in the Deposit
Accounts to the extent of their respective interests as described in this
Agreement.

         SECTION 3. Collections. The Receivables Parties hereby acknowledge
that, notwithstanding anything in the Receivables Agreements to the contrary,
all collections of Transition Property are property of the Transition Bond
Issuer pledged by the Transition Bond Issuer to the Transition Bond Trustee for
the benefit of itself, the holders of the Transition Bonds and any credit
enhancement provider. Each of the Transition Bond Issuer, the Transition Bond
Trustee and the TC Servicer hereby acknowledge that, notwithstanding anything in
the Sale Agreement or the Indenture to the contrary, all Collections related to
Eligible Assets are the property of the Initial Receivables Purchaser and are
and will be the subject of Receivables Financings, subject to the terms of the
Receivables Agreements.

         If any of the Receivables Parties or the Receivables Servicer receives
any payments in respect of the Transition Property or the Transition Bond
Trustee Collateral, it agrees to pay to the Transition Bond Trustee all such
payments received by it in respect thereof as soon as



                                       3
<PAGE>


practicable after receipt thereof by it, and prior to such remittance to the
Transition Bond Trustee it agrees that such amounts are held in trust for the
Transition Bond Trustee. If any of the Transition Bond Issuer, the Transition
Bond Trustee or the TC Servicer receives any payments in respect of the Eligible
Assets, it agrees to pay to or at the direction of the Initial Receivables
Purchaser all such payments received by it in respect thereof as soon as
practicable after receipt thereof by it, and prior to such remittance to the
Initial Receivables Purchaser it agrees that such amounts are held in trust for
the Initial Receivables Purchaser.

         SECTION 4. Time or Order of Attachment. The acknowledgments contained
in Sections 1, 2 and 3 of this Agreement are applicable irrespective of the time
or order of attachment or perfection of security or ownership interests or the
time or order of filing or recording of financing statements or mortgages or
filings under the Securitization Law (as defined in Appendix A to the
Indenture).

         SECTION 5. Servicing. (a) The Receivables Parties recognize the
existence of rights in favor of the Transition Bond Trustee under the Indenture
and the Servicing Agreement to (i) replace the Company as TC Servicer thereunder
and (ii) take control over collections relating to the Transition Property,
under certain limited circumstances described in the Indenture and the Servicing
Agreement, subject to applicable law and regulations and the Financing Order (as
defined in Appendix A to the Indenture) and the terms of this Section 5. The
Transition Bond Issuer and the Transition Bond Trustee recognize the existence
of rights in favor of the Receivables Financing Entities under the Receivables
Agreements to (i) replace the Company as Receivables Servicer, subservicer or
collection agent thereunder and (ii) take control over Collections relating to
Eligible Assets, under certain limited circumstances described in the
Receivables Agreements, subject to applicable law and regulations and the terms
of this Section 5.

         (b) Notwithstanding the provisions of Section 5(a) above, the
Receivables Parties acknowledge that (i) under the terms of the Financing Order
under certain limited circumstances specified in the Financing Order upon a
default by a retail electric provider, among alternative options to be selected
and implemented by the retail electric provider, certain revenues and receipts
from retail electric customers of such retail electric provider, including
collections relating to the Transition Property and Collections relating to
Eligible Assets, may be paid directly into a lock-box account controlled by the
TC Servicer and in that case amounts in such account must be applied first to
pay Transition Charges then due and owing before the remaining amounts are
released to the retail electric provider, and (ii) under the terms of the
Servicing Agreement upon a default by the TC Servicer under the Servicing
Agreement the Transition Bond Trustee is required to exercise its right to
appoint a replacement TC Servicer upon the instruction of the requisite
percentage holders of the Transition Bonds.

         (c) (i) In the event that the Transition Bond Trustee is entitled to
and desires to exercise its right to replace the Company as TC Servicer, or a
Receivables Financing Entity is entitled to and desires to exercise its right to
replace the Company as Receivables Servicer, the party desiring to exercise such
right shall promptly give written notice to the other (the "Servicer Notice")
and consult with the other with respect to the Person who would replace the
Company in such capacities. Any successor in such capacities shall be agreed to
by both the Transition Bond Trustee and the Receivables Financing Entities
within ten Business Days of the date of the




                                       4
<PAGE>



Servicer Notice, and such successor shall be subject to satisfaction of the
Rating Agency Condition (as defined below). The parties hereto acknowledge and
agree that at all times the TC Servicer and Receivables Servicer shall be the
same Person. The Person named as replacement TC Servicer and replacement
Receivables Servicer in accordance with this Section 5 is referred to herein as
the "Replacement Servicer". The parties hereto agree that no retail electric
provider affiliated with the Company will constitute a successor to the Company
under this Agreement.

         (ii) In the event that the Transition Bond Trustee is entitled to and
desires to exercise its rights to redirect collections relating to the
Transition Property, or a Receivables Financing Entity is entitled to and
desires to exercise its rights to redirect Collections relating to the Eligible
Assets, any redirection of funds shall be either to (A) the Replacement Servicer
or (B) if there is no Replacement Servicer, to the Designated Account with the
Designated Account Holder chosen in accordance with the provisions set forth
below, on or before the tenth Business Day occurring from and after the date of
the Servicer Notice. The "Designated Account" shall be an "Eligible Deposit
Account" (as defined in Appendix A to the Indenture) and shall be held for the
benefit of the Transition Bond Trustee and the Receivables Financing Entities as
their interests may appear. The "Designated Account Holder" shall be a financial
institution selected by the Transition Bond Trustee and the Receivables
Financing Entities, subject to satisfaction of the Rating Agency Condition to
hold and allocate amounts in the Designated Account for the benefit of the
Transition Bond Trustee and the Receivables Financing Entities as their
interests may appear as provided in paragraph (d) below. In the event that the
Transition Bond Trustee and the Receivables Financing Entities are unable to
agree upon a Designated Account Holder on or before the tenth Business Day
occurring from and after the date of the Servicer Notice, a Designated Account
Holder shall be promptly selected by the independent public accounting firm
representing the Utility at such time, subject to the satisfaction of the Rating
Agency Condition.

         (d) Upon exercise by the Transition Bond Trustee of its rights to
redirect collections relating to the Transition Property or by a Receivables
Financing Entity of its rights to redirect Collections relating to the Eligible
Assets, and in the absence of (x) a Replacement Servicer and (y) the
circumstance referred to in Section 5(b) above, the parties agree that all
collections relating to the Transition Property and all Collections relating to
Eligible Assets shall be deposited into the Designated Account and that the
Designated Account Holder shall be instructed by the Utility to (i) allocate and
remit funds from such Designated Account, in amounts calculated by the Utility,
with such calculations provided to the Designated Account Holder on a daily
basis to the persons entitled thereto, being the Transition Bond Trustee in the
case of all collections relating to the Transition Property and the Receivables
Financing Entities in the case of all Collections relating to the Eligible
Assets, provided that, subject to Section 5(b)(i) above, in the case of a
shortfall of funds in the Designated Account such allocation and remittances
shall be made, first, on a pro rata basis as between Transition Charges and
Eligible Assets, excluding late charges, based on the respective amounts of
Transition Charges and Eligible Assets billed to each retail electric provider
and, if any retail electric customer is billed directly, to such retail electric
customer, and second, by allocating any late charges to the Company; and (ii)
maintain records as to the amounts deposited into such account, the amounts
remitted therefrom and the allocations as provided in clause (i). The fees and
expenses of the Designated Account Holder shall be payable from amounts
deposited into the Designated Account on a pro rata basis as between collections
relating to the Transition Property and





                                       5
<PAGE>



Collections relating to the Eligible Assets, provided that that portion of those
fees and expenses allocable to collections relating to the Transition Property
shall be payable by the TC Servicer from the servicer fees provided for in the
Servicing Agreement, and that portion of those fees and expenses allocable to
Collections relating to the Eligible Assets shall be payable by the Receivables
Servicer from the servicer fees provided for in the Receivables Agreements. The
Transition Bond Trustee, the Transition Bond Issuer, the Initial Receivables
Purchaser and the Receivables Financing Entities shall each have the right to
require an accounting from time to time of collections, allocations and
remittances by the Designated Account Holder.

         (e) If a Replacement Servicer cannot be appointed in accordance with
Section 5(c)(i) above, then either the Transition Bond Trustee or the
Receivables Financing Entities may exercise its rights under Section 5(c)(ii)(B)
above.

         (f) Anything in this Agreement to the contrary notwithstanding, any
action taken by either the Transition Bond Trustee or a Receivables Financing
Entity to appoint a Replacement Servicer or designate the Designated Account
pursuant to this Section 5 shall be subject to the Rating Agency Condition and
the consent, if required by law or the Financing Order, of the Public Utility
Commission of Texas. For the purposes of this Agreement, the "Rating Agency
Condition" means, with respect to any such action, notification to each rating
agency then rating any class or series of the Transition Bonds and any
securities issued pursuant to any Receivables Financing Documents or any
commercial paper issued to fund the related sale or financing of Outstanding
Receivables (collectively, the "Securities") of such action, and the receipt of
written notification from each such rating agency, other than, with respect to
the Transition Bonds only, Moody's (as defined in Appendix A to the Indenture),
that such action will not result in a reduction or withdrawal of its then
current rating on the Transition Bonds or the Securities. The parties hereto
acknowledge and agree that the approval or the consent of the rating agencies
which is required in order to satisfy the Rating Agency Condition is not subject
to any standard of commercial reasonableness, and the parties are bound to
satisfy this condition whether or not the rating agencies are unreasonable or
arbitrary.

         SECTION 6. Sharing of Information. The parties hereto agree to
cooperate with each other and make available to each other or any Replacement
Servicer any and all records and other data relevant to the Transition Property
and Eligible Assets which any of them may have in its possession or may from
time to time receive from the Company or any predecessor TC Servicer and
Receivables Servicer, including, without limitation, any and all computer
programs, data files, documents, instruments, files and records and any
receptacles and cabinets containing the same. The Company hereby consents to the
release of information regarding the Company pursuant to this Section 6.

         SECTION 7. No Joint Venture. Nothing herein contained shall be deemed
as effecting a joint venture among any of the Receivables Parties, the
Transition Bond Issuer, the Transition Bond Trustee and the Company.

         SECTION 8. Method of Adjustment and Allocation. Notwithstanding any
provision herein to the contrary, for the purpose of this Agreement only, the
Receivables Parties hereby consent and agree to (a) the method of adjustment of
the Transition Charges in accordance with the Tariffs in the form attached
hereto as Exhibit A and (b) the method of calculation and






                                       6
<PAGE>

allocation of payments in accordance with Sections 3.01(a), 3.05(c) and 4.01(a)
and (b) and Annex I of the Servicing Agreement in the form attached hereto as
Exhibit B and irrevocably waive any right to object to or enjoin such
adjustment, calculation, payment or allocation. Such consent and agreement shall
not relieve the Company of any of its obligations to make payments in accordance
with the terms of the Receivables Agreements.


         SECTION 9. Termination; Replacement. This Agreement shall terminate
upon the payment in full of the Transition Bonds or, if earlier, the termination
of the Receivables Agreements and the collection of all Outstanding Receivables,
except that the understandings and acknowledgments contained in paragraphs 1, 2,
3, 4 and 9 shall survive the termination of this Agreement. Notwithstanding any
provision of this Agreement to the contrary, upon the termination, substitution
or assignment of the Receivables Agreements in connection with a restructuring
or replacement of the CPL receivables program, or upon the entry into any new
receivables program following the termination of the Receivables Agreements,
upon the written request of CPL, the Transition Bond Issuer and the Transition
Bond Trustee agree to enter into a replacement intercreditor agreement with the
parties to such restructured or replacement receivables program having
substantially the same terms and provisions as this Agreement upon (i) receipt
by the Transition Bond Trustee of an opinion of counsel satisfactory to the
Transition Bond Trustee to the effect that the substitution of such replacement
intercreditor agreement and such restructured or replacement receivables program
and the related documentation will not adversely affect the rights and interests
of the holders of the Transition Bonds, the Transition Bond Issuer or the
Transition Bond Trustee and (ii) satisfaction of the Rating Agency Condition.

         SECTION 10. Governing Law. This Agreement shall be governed by the laws
of the State of Texas.

         SECTION 11. Further Assurances. The parties hereto each agree to
execute any and all agreements, instruments, financing statements, releases and
any and all other documents reasonably requested by any of the others in order
to effectuate the intent of this Agreement. In each case where a release is to
be given pursuant to this Agreement, the term "release" shall include any
documents or instruments necessary to effect a release, as contemplated by this
Agreement. All releases, subordinations and other instruments submitted to the
executing party are to be prepared at no expense to such party.

         SECTION 12. Limitation on Rights of Others. This Agreement is solely
for the benefit of the Receivables Parties (and any future Receivables Financing
Entities), including without limitation the Indenture Trustee, for the benefit
of the Noteholders (as defined in the Master Indenture), the Transition Bond
Issuer, the Transition Bond Trustee for the benefit of itself, the holders of
Transition Bonds and any credit enhancement provider, and the Company and no
other person or entity shall have any rights, benefits, priority or interest
under or because of the existence of this Agreement.

         SECTION 13. Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall




                                       7
<PAGE>



constitute but one and the same instrument. Delivery of an executed counterpart
of a signature page to this Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Agreement.

         SECTION 14. Nonpetition Covenant. Notwithstanding any prior termination
of this Agreement or the Indenture, each of the parties hereto hereby covenants
and agrees that it shall not, prior to the date which is one year and one day
after the termination of the Indenture and the payment in full of the Transition
Bonds, any other amounts owed under the Indenture, including, without
limitation, any amounts owed to third-party credit enhancers or under any
interest rate swap agreement, acquiesce, petition or otherwise invoke or cause
the Transition Bond Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the
Transition Bond Issuer under any federal or State bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Transition Bond Issuer or any
substantial part of the property of the Transition Bond Issuer, or ordering the
winding up or liquidation of the affairs of the Transition Bond Issuer.

         Notwithstanding any prior termination of this Agreement or the
Receivables Agreements, each of the parties hereto hereby covenants and agrees
that it shall not, prior to the date which is one year and one day after the
termination of the Receivables Agreements and the payment in full of the
Securities, any other amounts owed under the Receivables Agreements, acquiesce,
petition or otherwise invoke or cause the Initial Receivables Purchaser or any
Receivables Financing Entity (and, for long as the Indenture Trustee acts as
trustee for the related Receivables Financing, any entity that issues commercial
paper in connection with such Receivables Financing) that issues commercial
paper (a "CP Conduit") to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Initial
Receivables Purchaser or any CP Conduit under any federal or State bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Initial
Receivables Purchaser or any CP Conduit or any substantial part of the property
of the Initial Receivables Purchaser or any CP Conduit, or ordering the winding
up or liquidation of the affairs of the Initial Receivables Purchaser or any CP
Conduit.

         SECTION 15. Trustees. [____________], as Indenture Trustee, in acting
hereunder is entitled to all rights, benefits, protections, immunities and
indemnities accorded to it under the Master Indenture. U.S. Bank, National
Association, as Transition Bond Trustee, in acting hereunder is entitled to all
rights, benefits, protections, immunities and indemnities accorded to it under
the Indenture.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                          [INITIAL RECEIVABLES PURCHASER]



                          By:
                             ------------------------------------------
                          Name:
                               ----------------------------------------
                          Title:
                                ---------------------------------------



                                       8
<PAGE>







                          CENTRAL POWER AND LIGHT
                          COMPANY, as Company, Receivables
                          Servicer, TC Servicer and Utility



                          By:
                             ------------------------------------------
                          Name:
                               ----------------------------------------
                          Title:
                                ---------------------------------------




                                       9
<PAGE>





                          CPL TRANSITION FUNDING LLC, as
                          Transition Bond Issuer


                          By:
                             ------------------------------------------
                          Name:
                               ----------------------------------------
                          Title:
                                ---------------------------------------

                          U.S. BANK, NATIONAL ASSOCIATION,
                          as Transition Bond Trustee


                          By:
                             ------------------------------------------
                          Name:
                               ----------------------------------------
                          Title:
                                ---------------------------------------

                          [__________________], as
                          Indenture Trustee


                          By:
                             ------------------------------------------
                          Name:
                               ----------------------------------------
                          Title:
                                ---------------------------------------





                                       10
<PAGE>
                                     ANNEX I

"Business Day" means any day that is not (i) a Saturday or a Sunday, (ii) a day
on which banking institutions in Dallas, Texas, St. Paul, Minnesota or the
States of Illinois or New York are, or DTC is, authorized or required by law,
regulation or executive order to remain closed or (iii) any of the days on
which, pursuant to the Master Indenture, the Initial Receivables Purchaser or
[__________________], as Servicer under the Master Indenture, is closed for
business as set forth on Schedule II thereto, as such Schedule may be amended
pursuant to the terms of the Master Indenture.

"Collections" mean, with respect to any Receivable, all cash collections,
negotiable instruments, other cash or non-cash proceeds or any other form of
payment in respect of such Receivable and shall include all proceeds of any
other form of payment in respect of such Receivable and shall include all
proceeds of any Receivable within the meaning of Section 9-102(a)(64) of the
applicable Uniform Commercial Code. "Collections" shall also mean that portion
of any security deposit applied in satisfaction of a Receivable.

"Excluded Receivables" means any Receivables that are "Excluded Receivables"
under the Purchase Agreement in the form attached hereto as Exhibit C, including
without limitation the Transition Property and the Transition Charges.

"Outstanding Receivables" means Receivables that are "Outstanding Receivables"
under the Purchase Agreement in the form attached hereto as Exhibit C.

"Purchase Agreement" means [__________________].

"Receivable" means any Outstanding Receivable (other than Excluded Receivables)
that has been purchased by the Initial Receivables Purchaser from the Company.

"Receivables Agreements" means [__________________].

"Receivables Financing" means any sale, pledge or other transfer of an interest
in Outstanding Receivables by the Initial Receivables Purchaser.

"Receivables Financing Documents" means each indenture, receivables transfer
agreement or other document or agreement executed by the Receivables Parties
and/or any future Receivables Financing Entities in connection with a
Receivables Financing.

"Receivables Financing Entity" means, initially, the Indenture Trustee, and
shall mean, after the Notes issued pursuant to the Receivables Financing for
which the Indenture Trustee acts as trustee have been paid in full, any trustee,
purchaser, administrative agent or other entity purchasing or providing
financing for (or acting as agent for such person) Outstanding Receivables
provided that such person has agreed to be bound by this Intercreditor Agreement
or is otherwise satisfactory to the Company.






<PAGE>


"Transition Charges" means nonbypassable amounts to be charged for the use or
availability of electric services, approved by the Texas Public Utility
Commission in the Financing Order to recover Qualified Costs (as defined in the
Financing Order), that shall be collected by TC Servicer, its successors,
assignees or other collection agents as provided for in the Financing Order.

"Transition Property" means the rights and interests of the Utility or its
successor under the Financing Order, once those rights are first transferred to
the Transition Bond Issuer or pledged in connection with the issuance of the
transition bonds, including the irrevocable right to impose, collect and receive
through Transition Charges payable by retail electric customers within Utility's
certificated service area as it existed on May 1, 1999, an amount sufficient to
cover the Qualified Costs (as defined in the Financing Order) of the Utility
authorized in the Financing Order, the right to receive Transition Charges in
amounts and at times sufficient to pay principal and interest and make other
deposits in connection with the transition bonds and all revenues and
collections resulting from Transition Charges.



<PAGE>


                                    EXHIBIT A

                                       TO

                             INTERCREDITOR AGREEMENT



                                 Form of Tariffs

                                   [Attached]



<PAGE>


                                    EXHIBIT B

                                       TO

                             INTERCREDITOR AGREEMENT



                           Form of Servicing Agreement

                                   [Attached]



<PAGE>


                                    EXHIBIT C

                                       TO

                             INTERCREDITOR AGREEMENT



                           Form of Purchase Agreement

                                   [Attached]