Amended and Restated Deferred Share Agreement



 Exhibit 10(h) 
 FIRST AMENDMENT TO 
 DEFERRED SHARE AGREEMENT 

THIS FIRST AMENDMENT TO DEFERRED SHARE AGREEMENT (this “Amendment”) is made and entered into as of October 17, 2011, by
and between ENERGY FUTURE HOLDINGS CORP. (“EFH Corp.”) and PAUL KEGLEVIC (the “Executive”) for purposes of amending that certain Deferred Share Agreement dated as of July 1, 2008, by and among EFH Corp. and the Executive
(the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. 

WHEREAS, the parties desire to amend the Agreement to provide, under certain circumstances, a cash payment of $3,200,000 in exchange for
the Executive relinquishing his right to receive shares of EFH Corp.’s common stock, whether vested or unvested as of the date of this Amendment. 
 NOW, THEREFORE, in consideration of the mutual promises, conditions and covenants contained herein and in the Agreement, and other good and valuable consideration, the adequacy of which is hereby
acknowledged, the parties agree as follows: 
 1. Section 1.1 is hereby amended and restated in its entirety as follows:

 1.1 Deferred Amount or Shares. 
 (a) Subject to the vesting requirements under Section 1.2(a)(i), EFH Corp. shall deliver a lump sum payment of $3,200,000, less all applicable income and payroll tax withholding (the
“Deferred Amount”), to the Executive on the Distribution Date. 
 (b) In the event the
Executive’s employment with EFH Corp. or an affiliate thereof terminates prior to the occurrence of a vesting event described in Section 1.2(a) (and such termination of employment does not constitute a vesting event under
Section 1.2(a)), then, in lieu of the Deferred Amount, EFH Corp. shall deliver 112,500 shares of the common stock of EFH Corp., no par value (the “Shares”), to the Executive on the Distribution Date; provided, however, that if,
prior to the Distribution Date, there is a merger, spin-off, stock dividend, recapitalization, reorganization, stock split or other similar event that results in an adjustment to an outstanding Share, the number of Shares to be delivered on the
Distribution Date pursuant to this Section 1.1(b) shall be adjusted by the Board of Directors of EFH Corp. (or a committee thereof) in a manner which is necessary to reflect the effect of such event on the Shares, consistent with the treatment
of stockholders of EFH Corp. 







 2. Section 1.2(a) is hereby amended and restated in its entirety as follows:

 1.2 Vesting and Distribution. 
 (a) 
 (i) Vesting. Provided the Executive is employed by
EFH Corp. or an affiliate thereof on September 30, 2012, the Deferred Amount shall vest and become nonforfeitable on September 30, 2012; provided that the Deferred Amount, if not yet vested, shall become 100% vested and
become nonforfeitable (x) immediately prior to a Change of Control (as defined in the 2007 Stock Incentive Plan for Key Employees of EFH Corp.) or, if sooner, (y) upon a termination of the Executive’s employment by EFH Corp. or an
affiliate thereof without Cause, by the Executive for Good Reason or due to the Executive’s death or Disability (“Cause,” “Good Reason” and “Disability” as defined in the Employment Agreement,
as may be amended from time to time). 
 (ii) Distribution Date. Provided the Executive is vested under
Section 1.2(a)(i) above or the conditions set forth in Section 1.1(b) above have been met, the Deferred Amount or the Shares, as applicable, shall be delivered to the Executive on the “Distribution Date”, which, subject to
Section 3.3 below, shall be the earliest of the following dates: 
 (1) the date of the Executive’s
separation of service for any reason, or, if necessary to meet the distribution requirement of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the date that is six months and one day following such
separation; and 
 (2) the date of a change in the ownership or effective control of EFH Corp., or in the
ownership of a substantial portion of the assets of EFH Corp., occurring prior to the Executive’s separation from service; and 
 (3) September 30, 2013, 
 in each case within the meaning of, and interpreted
in a manner consistent with regulations under, Section 409A of the Code. 
 3. Section 1.4 is hereby deleted in its
entirety. 
 4. Section 2.2 is hereby deleted in its entirety. 

5. Section 3.2 is hereby amended and restated in its entirety as follows: 

[RESERVED] 







 6. Section 3.3 is hereby amended and restated in its entirety as follows: 

3.3 Tax Assessment Prior to Distribution Date. If there is a final tax assessment against the Executive that any amount otherwise
payable under this Agreement is taxable in a year prior to the year that includes the Distribution Date, EFH Corp. shall, to the extent permitted under the Treasury Regulations promulgated under Code Section 409A, immediately pay or distribute
the Deferred Amount or the Shares that otherwise would have been paid on the Distribution Date. 
 7. All other provisions of
the Agreement shall remain unchanged and in full force and effect. 
 IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as
of the date first written above. 
  

			
	ENERGY FUTURE HOLDINGS CORP.:
		
	By:	 	/s/ John Young
		 	President and Chief Executive Officer
	
	EXECUTIVE:
	
	/s/ Paul Keglevic