**Exhibit 10(p)**

***Execution Copy***

**EMPLOYMENT AGREEMENT**

This EMPLOYMENT AGREEMENT (the “Agreement”) dated January 6, 2008 is made by and between ENERGY FUTURE HOLDINGS CORP. (f/k/a TXU Corp.)(the “Company”), and John Young (the “Executive”). 

**WITNESSETH**

WHEREAS, the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment 

WHEREAS, Executive desires to accept such employment commencing on the Effective Date (as defined herein), in each case on the terms and conditions setforth herein; 

NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, Company and Executiveagree as follows: 

1. Term of Employment. Subject to the provisions of Section 7 of this Agreement, thisAgreement and Executive’s employment hereunder shall be effective as of January 31, 2008 (or such earlier date as Executive and the Company mutually agree upon) (the “Effective Date”) and shall continue until the fifthanniversary of the Effective Date (the “Initial Term”). Subject to the provisions of Section 7 of this Agreement, the Initial Term shall be extended as follows: (i) this Agreement shall automatically renew for an additional one(1) year period commencing immediately following the last day of the Initial Term and each one (1) year period thereafter (each, a “Renewal Term”), unless, the Company or Executive provides the other party written notice ofnon-renewal at least sixty (60) days prior to the end of the applicable term. The period during which Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term”. 

2. Positions. 

(a) During the Employment Term, Executive shall serve as Chief Executive Officer (“CEO”) of the Company. Executive shall also serve as a member of the board of directors of the Company (the “Board”) without additionalcompensation. In such position, Executive shall have such duties, authority and responsibilities as shall be determined from time to time by the Board, which duties, authority and responsibilities are customary for Executive’s position in abusiness of a similar size, type and nature to that of the Company. Executive shall be the senior-most executive officer of the Company and shall report to the Board with respect to his responsibilities to the Company. 

(b) During the Employment Term, Executive shall devote Executive’s full business time and best efforts to the performance of hisduties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior writtenconsent of the Board; provided, however, that nothing herein shall preclude Executive from participating in civic and charitable activities and boards and from serving on the outside board of directors of one other company and, subjectto the prior approval of the Board which approval shall not be unreasonably withheld, from accepting appointment to or continuing to 

serve on such additional boards of directors or trustees of any other business or corporation; provided, further, that, in each case, suchactivities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 8. 

3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $1,000,000, payable in regular installments in accordance with the Company’s usual payment practices. Executiveshall be entitled to such increases, if any, in his base salary as may be determined from time to time in the sole discretion of the Board, in accordance with the Company’s normal annual review process for executives. Executive’s annualbase salary, as in effect from time to time, is hereinafter referred to as the “Base Salary”. 

4. AnnualBonus. With respect to each full fiscal year during the Employment Term, Executive shall have the opportunity to earn an annual bonus award (the “Annual Bonus”) of 100% of his Base Salary (“Annual Bonus Target”), as in effectat the beginning of the applicable fiscal year, based upon the achievement of annual performance targets established by the Board; provided, however, if Executive achieves superior performance targets as established by the Board, thenExecutive shall be eligible to receive a bonus award constituting 200% of his Base Salary. 

5. Equity Arrangements.

(a) Investment. In connection with the commencement of the Employment Term, Executive shall invest a minimum of$3,000,000 in shares of common stock of the Company (“Common Stock”) at the then Fair Market Value (as defined in the Company’s 2007 Stock Incentive Plan for Key Employees) on the date of purchase. 

(b) Options. As soon as practicable following the Effective Date, the Company shall grant to Executive an option to purchase7,500,000 shares of Common Stock at a price per share of $5.00 (which the Company intends to be equal to the fair market value of a share of Common Stock) (the “Option”), having a term of ten (10) years, vesting (A) as to3,750,000 shares at the rate of 20% on each of the first five anniversaries of the Closing Date and (B) as to the other 3,750,000 shares at the rate of 20% on each of the Company’s fiscal years 2008 through 2012 upon the attainment ofcertain performance targets, and having such other terms and conditions as are referenced below. 

(c) Restricted StockUnits. As soon as practicable following the Effective Date, the Company shall grant to the Executive 600,000 restricted stock units, payable on the second anniversary of the grant date with one share of Common Stock for each such unit, all ofwhich shall be fully vested and nonforfeitable upon grant (the “Restricted Stock Units”); provided, however, in the event Executive voluntarily terminates his employment with the Company without Good Reason (other than due to Disability;such terms as defined below) prior to the second anniversary of the Effective Date, Executive shall forfeit all of the Restricted Stock Units. Upon payment, the Company shall, at Executive’s election, withhold whole shares of Common Stock fromthe Restricted Stock Units which would otherwise be delivered to Executive having an aggregate fair market value as of the date of payment that equals the amount required to satisfy the Company’s withholding tax obligation. The Restricted StockUnits shall have such other terms and conditions as are referenced below. 

 

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(d) Governing Equity Agreements. The foregoing equity arrangements shall begoverned by the terms and conditions of the following plan and agreements: a form of Management Stockholder’s Agreement attached hereto as Annex A, the 2007 Stock Incentive Plan attached hereto as Annex B, a form of Non-Qualified Stock OptionAgreement attached hereto as Annex C , a form of Restricted Stock Unit Award Agreement attached hereto as Annex D, a form of Sale Participation Agreement attached hereto as Annex E, and a form of Registration Rights Agreement attached hereto asAnnex F (collectively, the “Management Equity Documents”). 

6. Employee Benefits. 

(a) Welfare, Savings and Retirement Benefits. During the Employment Term, Executive shall be entitled to participate in theCompany’s group health, life, disability and other active employee and retiree welfare benefit plans and arrangements, tax-qualified and non-qualified savings and pension benefit plans, as in effect from time to time (collectively“Employee Benefits”), on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable plans. For purposes ofeligibility to receive retiree medical benefits under any retiree medical benefit plan or program of the Company, Executive shall be deemed eligible for such benefits upon retirement at anytime after reaching age 55, so long as Executive hascompleted five years of service with the Company following the Effective Date; provided that in all other respects Executive shall be subject to the terms and conditions of any such retiree medical plan (including with respect to any requirement foremployee contributions). 

(b) Fringe Benefits; Perquisites. During the Employment Term, Executive shall be entitledto fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to other similarly situated Company executives including, without limitation, Companypayment on behalf of the Executive of monthly membership fees of a country club selected by Executive. 

(c) BusinessExpenses. Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable andappropriate expenses incurred by Executive for business related purposes. The Company shall pay Executive’s legal fees incurred to negotiate and prepare the Agreement and all agreements related hereto (including, without limitation, thoseAnnexes hereto) (up to $25,000), together with a gross-up for all taxes to the extent such payment is taxable to Executive. 

(d) Relocation Expenses. The Company shall reimburse Executive for all reasonable relocation expenses directly related to Executive’s relocation from the metropolitan Chicago, Illinois area to the metropolitan Dallas, Texas areain accordance with terms of the Company’s relocation policy and as otherwise provided in Appendix A hereto. To the extent the Company’s payment or reimbursement of such expenses are required to be included in the Executive’s incomefor income tax purposes or as wages for employment tax purposes, the 

 

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Company shall pay to the Executive an amount necessary to “gross up” Executive for state and federal income and employment tax purposes (and forsuch taxes on such gross-up payment), which gross up amount shall be paid to Executive no later than the end of the applicable calendar year in which the expenses were incurred. 

7. Termination. The Employment Term and Executive’s employment hereunder may be terminated by either the Company or theExecutive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least sixty (60) days advance written notice of any termination of Executive’s employment.Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates. 

(a) By the Company For Cause or By Executive Due to Voluntary Resignation Without Good Reason. 

(i) The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shallterminate upon Executive’s voluntary resignation without Good Reason (as defined below). If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive:

(A) within ten (10) days following the date of termination, unpaid Base Salary and unused vacation earned through thedate of termination; 

(B) accrued, but unpaid Annual Bonus, earned for any previously completed fiscal year, paid inaccordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company); 

(C) reimbursement, within sixty (60) days following submission by Executive to the Company, as applicable, of appropriate supportingdocumentation, for any unreimbursed business expenses properly incurred by Executive in accordance with the Company’s policies prior to the date of Executive’s termination; provided claims for such reimbursement (accompanied by appropriatesupporting documentation) are submitted to the Company within ninety (90) days following the date of Executive’s termination of employment; and 

(D) such Employee Benefits (including stock compensation), if any, as to which Executive may be entitled under the employee benefit plans of the Company (the amounts described in clauses (A) through(D) hereof being referred to as the “Accrued Rights”). 

Following such termination of Executive’s employment by the Company forCause or voluntary resignation by Executive without Good Reason, except as set forth in this Section 7(a)(i) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shallhave no further rights to any compensation or any other benefits under this Agreement. 

 

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(ii) For purposes of this Agreement, the terms: 

(A) “Cause” shall mean (i) if, in carrying out his duties to the Company, the Executive engages in conduct thatconstitutes (a) a material breach of his fiduciary duty to the Company or its shareholders (including, without limitation, a material breach or attempted breach of the provisions under Section 8), (b) gross neglect or (c) grossmisconduct resulting in material economic harm to the Company, provided that any such conduct described in (a), (b) or (c) is not cured within ten (10) business days after the Executive receives from the Company written noticethereof, or (ii) Executive’s conviction of, or entry of a plea of guilty or nolo contendere for, a felony or other crime involving moral turpitude. 

(B) “Good Reason” shall mean (i) a reduction in the Executive’s Base Salary or the Executive’s annualincentive compensation opportunity (other than a general reduction in Base Salary or annual incentive compensation opportunities that affects all salaried employees of the Company equally); (ii) a transfer of the Executive’s primaryworkplace by more than thirty-five (35) miles from the current workplace; (iii) a substantial adverse change in the Executive’s title, duties or responsibilities (including reporting responsibilities); or (iv) any material breachof this Agreement; provided, however, that any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured within ten (10) business days after the Executive gives the Company written noticeof any such event set forth above, shall not constitute Good Reason. 

(b) Disability or Death. (i) TheEmployment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive has a Disability as hereinafter defined. Upon termination of Executive’s employmenthereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive: 

(A) the Accrued Rights; and 

(B) a pro-rata portion of the Annual Bonus, if any, that Executive would have beenentitled to receive pursuant to Section 4 hereof for the fiscal year of termination as if Executive’s employment had not terminated (but with any non-financial performance objectives deemed satisfied at a “target” level ofperformance), multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year of Executive’s termination, and the denominator of which is 365, with such bonus payableto Executive pursuant to Section 4 at such time as such bonuses are paid to other senior executives of the Company (“Pro-Rata Bonus”). 

Following Executive’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(i) and for any rights to indemnification and claims for liability insurance coverage under officer and directorpolicies, Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

 

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(ii) “Disability” shall mean Executive’s physical or mentalincapacity and consequent inability, with reasonable accommodation, for a period of six consecutive months to perform Executive’s duties; provided, however, in the event the Company temporarily replaces Executive, or transfers Executive’sduties or responsibilities to another individual, on account of Executive’s inability to perform such duties due to a mental or physical incapacity which is, or reasonably expected to become, a long-term disability, then Executive’semployment shall not be deemed terminated by the Company and Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannotagree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and thosetwo physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement and any other agreementwith Executive that incorporates this definition of “Disability”. 

(c) By the Company Without Cause;Resignation by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for GoodReason. If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or Executive resigns for Good Reason (except as otherwise provided in Section 7(e)), Executive shall be entitled toreceive: 

(i) the Accrued Rights; 

(ii) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes,delivers and does not revoke a general release of claims against the Company, its subsidiaries and its stockholders (excluding claims for indemnification and claims for liability insurance coverage under officer and director policies): 

(A) a lump sum payment equal to two and one half (2.5) times the sum of Executive’s annualized Base Salary; and 

(B) a Pro Rata Bonus. 

(iii) Executive, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on thesame terms and conditions as active employees of the Company until the earlier of (x) thirty (30) months from the date of termination of Executive’s employment (the “Severance Period”), to the extent that Executive waseligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on a coverage-by-coverage and benefit-by-benefit basis) under the grouphealth plans of a subsequent employer, provided that, if Executive continues to receive benefits pursuant to this Section 7(c)(iii) during a period of time during which, in the absence of the 

 

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benefits provided in this Section 7(c)(iii), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the InternalRevenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenseshave been incurred. The COBRA health care continuation coverage period under Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. 

Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or upon Executive’sresignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executiveshall have no further rights to any compensation or any other benefits under this Agreement. 

(d) Expiration ofEmployment Term. (i) Election Not to Extend the Employment Term. 

(i) In the event Executive elects not to extendthe Employment Term pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b), (c), or (e) of this Section 7, the Employment Term shall expire and Executive’s employmenthereunder shall terminate on the close of business on the day immediately preceding the commencement of a subsequent Renewal Term, and Executive shall be entitled to receive the Accrued Rights. Except as set forth in this Section 7(d)(i) andfor any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

(ii) In the event the Company elects not to extend the Employment Term pursuant to Section 1, unless Executive’s employment isearlier terminated pursuant to paragraphs (a), (b), (c), or (e) of this Section 7, the Employment Term shall expire and Executive’s employment hereunder shall terminate on the close of business on the day immediately preceding thecommencement of a subsequent Renewal Term, and Executive shall be entitled to receive the payments and benefits applicable to a termination of Executive’s employment without Cause pursuant to Section 7(c) or Section 7(e), asapplicable. Except as set forth in this Section 7(d)(ii) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or anyother benefits under this Agreement, Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

(e) Change in Control; Section 4999. 

(i) Change in Control.Notwithstanding any provision contained herein, if Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, in either case, within twenty-four(24) months following a Change in Control (as defined in Annex A), Executive shall be entitled to receive: 

 

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(A) the Accrued Rights; 

(B) provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes,delivers and does not revoke a general release of claims against the Company, its subsidiaries and its stockholders (excluding claims for indemnification and claims for liability insurance coverage under officer and director policies), a lump sumpayment equal to two and one half times the sum of: (1) Executive’s annualized Base Salary and (2) Executive’s Annual Bonus Target; 

(C) a Pro Rata Bonus; and 

(D) Executive, his spouse and eligible dependents (to the extentcovered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) terminationof the Severance Period, to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on acoverage-by-coverage and benefit-by-benefit basis) under the group health plans of a subsequent employer, provided that, if Executive continues to receive benefits pursuant to this Section 7(e)(i)(D) during a period of time during which, in theabsence of the benefits provided in this Section 7(e)(i)(D), Executive would not otherwise be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shallreceive reimbursement for all medical expenses on the date no later than the end of the calendar year immediately following the calendar year in which the applicable expenses have been incurred. The COBRA health care continuation coverage periodunder Section 4980B of the Code, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. 

(ii) Section 4999. If, by reason of, or in connection with, any transaction that occurs after the Effective Date, Executive would be subject to the imposition of the excise tax imposed by Section 4999of the Code, but the imposition of such tax could be avoided by approval of shareholders described in Section 280G(b)(5)(B) of the Code, then Executive may cause the Company to seek such approval, in which case the Company shall use itsreasonable best efforts to cause such approval to be obtained and Executive shall cooperate and execute such waivers as may be necessary so that such approval avoids imposition of any excise tax under Section 4999. If the Executive fails tocause the Company to seek such approval, Exhibit I shall not apply and Executive shall not be entitled to any gross-up payment for any resulting tax under Section 4999. If such approval, even if sought and obtained, would not avoid impositionof the excise tax imposed under Section 4999, then the provisions of Exhibit I attached hereto shall apply without any precedent obligation of Executive to seek such approval. 

 

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Following Executive’s termination of employment following a Change in Control, except as set forth in thisSection 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(f) Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due toExecutive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 9(i) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shallindicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated. 

8. Restrictive Covenants. 

(a) In consideration of the Company entering into this Agreement with Executive and hereby promising and committing itself to provide Executive with Confidential Information and/or specialized training after Executiveexecutes this Agreement, Executive shall not, directly or indirectly: 

(i) at any time during or after the Employment Term,disclose any Confidential Information pertaining to the business of the Company or any of its Affiliates or the Sponsor Group or any of their respective Affiliates, except when required to perform his duties to the Company or one of itssubsidiaries, by law or judicial process; 

(ii) at any time during the Employment Term and for a period of twenty-four(24) months thereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial shareholder, consultant, or partner in any Competing Business in Texas or any othergeographic area in which the Company or its subsidiaries operates or conducts business; or 

(iii) at any time during theEmployment Term and for a period of twenty-four (24) months thereafter, directly or indirectly (*i.e.*, “indirectly” means by others under your direct supervision or under your indirect supervision but with your knowledge)(A) solicit customers or clients of the Company or any of its subsidiaries to terminate their relationship with the Company or any of its subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company orany of its subsidiaries, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of Executive’s employment employed by the Company or any ofits subsidiaries; 

 

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provided, that in each of (ii) and (iii) above, such restrictions shall not apply with respectto any member of the Sponsor Group or any of its Affiliates (other than the Company and its subsidiaries). Notwithstanding the foregoing, for the purposes of Section 8(a), (A) Executive may, directly or indirectly own, solely as aninvestment, securities of any Person engaged in the business of the Company or its Affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not acontrolling person of, or a member of a group which controls, such person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (B) the Non-Compete Period shall not be triggered by any exerciseof tag-along rights under the Sale Participation Agreement entered into between Executive and Texas Energy Future Holdings Limited Partnership (the “Sale Participation Agreement”) or Drag Transaction (as defined in the Sale ParticipationAgreement) that may occur after the date hereof. 

(b) Notwithstanding subparagraph (a) above, if at any time a courtholds that the restrictions stated in such subparagraph (a) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonableunder such circumstances by such court will be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that moneydamages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor,apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). 

(c) For purposes of this Section 8, the terms listed below shall be defined as follows: 

(i) Affiliate shall mean with respect to any Person, any entity directly or indirectly controlling, controlled by or under commoncontrol with such Person; provided, however, for purposes of this Agreement, Texas Energy Future Co-Invest, LP shall not be deemed to be an Affiliate of the Sponsor Group or any members of the Sponsor Group. 

(ii) Competing Business shall mean any business that directly or indirectly competes, at the relevant determination date, with oneor more of the businesses of the Company, or its Affiliates in any geographic area where the Company or its Affiliates operate. 

(iii) Confidential Information shall mean all non-public information concerning trade secret, know-how, software, developments, inventions, processes, technology, designs, the financial data, strategic business plans or anyproprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, customers, advertising and marketing, andother non-public, proprietary, and confidential information of the Restricted Group, excluding any such non-public information that (i) is required by court or administrative order to be disclosed or (ii) becomes generally available to thepublic other than as a result of Executive’s disclosure or failure to safeguard in violation of this Section 8. 

 

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(iv) Person shall mean “person,” as such term is used for purposes ofSection 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (or any successor thereto). 

(v)Restricted Group shall mean, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates. 

(vi) Sponsor Group shall mean Kohlberg Kravis Roberts & Co. L.P., TPG Capital L.P., and Goldman, Sachs & Co. 

9. Miscellaneous. 

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of laws principles thereof. 

(b) Entire Agreement. Except as otherwise provided herein, this Agreement contains the entire understanding of the parties withrespect to the employment of Executive by the Company and/or its affiliates and supersedes all prior agreements and understandings. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties withrespect to the subject matter herein other than those expressly set forth herein. 

(c) No Waiver. The failure of aparty to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any otherterm of this Agreement. 

(d) Severability. In the event that any one or more of the provisions of this Agreementshall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. 

(e) Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable byExecutive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or asuccessor in interest to substantially all of the business operations of the Company, provided that the assignee expressly assumes all of the Company’s obligations under this Agreement and all other related agreements to which Executive and theCompany are parties. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity. 

(f) Set Off; Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements providedhereunder shall not be subject to setoff, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement byseeking other employment and, except as expressly provided herein, no amount payable hereunder shall be reduced by any payments or benefits received from such subsequent employment. 

 

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(g) Compliance with Section 409A of the Code. Notwithstanding anything hereinto the contrary, if, at the time of Executive’s termination of employment with the Company, the Company has securities which are publicly traded on an established securities market, and Executive is a “specified employee” (as definedin Section 409A of the Code and the Treasury Regulations thereunder), and the deferral of the commencement of any payments or benefits otherwise payable pursuant to Section 7 as a result of such termination of employment is necessary inorder to prevent any accelerated or additional tax under Section 409A of the Code, then, to the minimum extent required by Section 409A of the Code, the Company shall defer the commencement of the payment of any such payments or benefitshereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as ispermitted under Section 409A of the Code), provided that amounts which do not exceed the limits set forth in Section 402(g)(1)(B) of the Code in the year of such termination shall be payable immediately upon termination. If any payments orbenefits are deferred due to such requirements, such amounts shall be paid in a lump sum to Executive at the end of such six (6) month period. The Company shall consult with Executive in good faith regarding the implementation of the provisionsof this Section 9(g). 

(h) Successors; Binding Agreement. This Agreement shall inure to the benefit of and bebinding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of Executive’s death before receiving all amounts and benefits due him hereunder, such amounts shallbe payable to Executive’s estate. 

(i) Notice. For the purpose of this Agreement, notices and all othercommunications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three (3) days after it has been mailed by United States registered mail, return receiptrequested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of addressshall be effective only upon receipt. 

 
If to Company to:  
Energy Future Holdings Corp.

1601 BryanStreet

Dallas, Texas 75201-3411

Attention: GeneralCounsel
If to Executive to:  The most recent address on the payroll records of the Company
(j) Executive Representation. Subject to the receipt of the waiver from theExecutive’s current employer (which waiver has been agreed to by such employer), Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the performance by Executive of Executive’sduties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement, separation agreement or other agreement or policy to which Executive is a party or otherwise bound. 

 

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(k) Captions; Section References. The captions included herein are for convenienceof reference only and shall be ignored in the construction or interpretation hereof. All references to sections of statutes, regulations or rules shall be deemed to be references to any successors section. 

(l) Further Assurances. The parties shall, with reasonable diligence, do all things and provide all reasonable assurances as may berequired to complete the transactions contemplated by this Agreement, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to give effect to this Agreement andcarry out its provisions. 

(m) Cooperation. For a period of six (6) years after his termination, Executive shallprovide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, provided that the Executive andthe Company shall coordinate with Executive’s schedule so as to minimize the extent to which such cooperation interferes with his other business activities and the Company shall use reasonable efforts to avoid material interference withExecutive’s personal activities. The Company shall pay all of Executive’s expenses incurred in connection with providing such cooperation including, without limitation, travel (transportation, lodging, meals, *etc*.) in a level ofcomfort comparable to that enjoyed while employed hereunder and reasonable attorneys fees of counsel selected by him. 

(n)Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. 

(o) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if thesignatures thereto and hereto were upon the same instrument. 

(p) Amendments. This Agreement may not be altered,modified, or amended except by written instrument signed by the parties hereto. 

(q) Indemnification. The Company,Texas Energy Future Holdings Limited Partnership and Texas Energy Future Merger Sub Corp. shall indemnify and hold Executive harmless for all acts and omissions occurring during his employment or service as a member of the Board of the Company andof such other companies (as applicable), or both, to the maximum extent provided under each of the Company’s and such other companies’ charter, limited partnership agreement, by-laws and applicable law. During the Term and for a term ofsix years thereafter, the Company, or any successor to the Company, and such other companies, above, and their successors, shall purchase and maintain, at its own expense, directors and officers liability insurance providing coverage for Executivein the same amount as for members of the Board. 

 

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(r) Inconsistency. In the event of any inconsistency between this Agreement andany other plan, program, practice or other agreement between Executive and the Company, the terms of this Agreement shall control unless, by specific reference to this subparagraph (r), Executive and the Company expressly agree in writing to thecontrary. 

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year firstabove written. 

 
ENERGY FUTURE HOLDINGS CORP.By: /s/ Riz Chand Name: Riz Chand Title: SVP - HREXECUTIVE:  John F. Young NAME: 
 

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***Appendix A***

**Relocation Expenses**

 
 • 
Costs associated with the physical packing and moving of Executive’s possessions from the metropolitan Chicago, Illinois area to the metropolitan Dallas, Texasarea (including vehicles and any watercraft) 

 
 • 
Travel expenses incurred by Executive and his family in connection with searching for a new home in the metropolitan Dallas, Texas area

 
 • 
Temporary living expenses for 180 days from the Effective Date 

 
 • 
Closing and financing costs (including broker’s commissions, loan charges and reasonable attorneys fees) in connection with the sale of Executive’scurrent residence in the metropolitan Chicago, Illinois area and the purchase of a new residence in the metropolitan Dallas, Texas area 

 
 • 
The purchase of Executive’s current residence in the metropolitan Chicago, Illinois area in the event such residence is not sold within a reasonable timefollowing the Effective Date 

 
 • 
A miscellaneous non-itemized cash allowance of $40,000 

 

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**Exhibit I**

**Paragraph 1.**In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any of its affiliates, or one or more trusts established by the Company or any of its affiliates forthe benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “ExciseTax”), Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to suchtaxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Taximposed upon the Payments. 

**Paragraph 2.**All determinations required to be made under this Exhibit I, including whether and when a Gross-Up Paymentis required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP or such other nationally recognized certified public accounting firm asmay be designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has beena Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individualsin the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s residence or place ofemployment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable toindividuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Exhibit I, shall be paid by the Companyto Executive (or to the appropriate taxing authority on Executive’s behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by theAccounting Firm shall be binding upon the Company and Executive (subject to Paragraph 3). As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that the amount of the Gross-Up Payment determined bythe Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Paragraph 3 of Exhibit I and Executive thereafter isrequired to make a payment of 

 

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any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by theCompany to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable). 

**Paragraph 3.**Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soonas practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall notpay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If theCompany notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) takesuch action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected bythe Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Companyshall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax(including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Paragraph 3, the Company shall control all proceedings takenin connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either directExecutive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one(1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis,and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respectto such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’scontrol of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service orany other taxing authority. 

**Paragraph 4.**If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this ExhibitI, Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Paragraph 3 of this Exhibit I) promptly pay to the Company the amount of suchrefund 

 

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received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced bythe Company pursuant to Paragraph 3 of this Exhibit I, a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denialof refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of theGross-Up Payment required to be paid. 

**Paragraph 5.** For the avoidance of doubt, all payments to or for the benefit of Executive provided for in thisExhibit I shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendaryear in which the audit is completed or there is a final and non-appealable settlement or other resolution. 

 

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