**Exhibit 10(b)**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “***Agreement***”) effective January 1, 2010 is made by andbetween LUMINANT HOLDING COMPANY LLC (“***Luminant***”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of Luminant, referred to herein as the “***Company***”) and Mark Allen McFarland (the“***Executive***”). 

**WITNESSETH**

**WHEREAS**, the Parties previously entered into an employment agreement, as amended and restated, dated July 7, 2008(***“Original Effective Date”***); and 

**WHEREAS**, the Parties desire to amend and restate theemployment agreement, in each case on the terms and conditions set forth herein. 

**NOW, THEREFORE**, in consideration ofthe mutual promises, covenants and obligations contained herein, the Company, Luminant and Executive agree as follows: 

1.**Term of Employment**. Subject to the provisions of Section 8 of this Agreement, this Agreement and Executive’s employment hereunder shall be effective as of January 1, 2010 (“***Effective Date***”) andshall end as of the end of the day on July 7, 2011 (the “***Initial Term***”). Subject to the provisions of Section 8 of this Agreement, this Agreement shall automatically renew for an additional one (1) year periodcommencing 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 of non-renewalat least sixty (60) days prior to the end of the applicable term. The period during which Executive is employed by Luminant hereunder is hereinafter referred to as the “***Employment Term***.” 

2. **Position and Duties**. 

(a) During the Employment Term, Executive shall serve as Chief Commercial Officer of Luminant and as Executive Vice President of theCompany. As Chief Commercial Officer of Luminant, Executive shall have responsibility for Luminant Energy (the entity responsible for the wholesale marketing, trading, origination and other activities of Luminant), Generation Development, Risk, andfundamentals and structuring duties, and the most senior manager of each function for which Executive is solely responsible shall report to Executive. As an Executive Vice President of the Company, Executive shall have responsibility for CorporateStrategy and Corporate Development/M&A for the Company and its subsidiaries. In both positions, Executive shall have such duties described above and other duties, authority and responsibilities as shall be determined from time to time by thePresident and CEO of the Company, which duties, authority and responsibilities shall be customary for Executive’s position in a business of similar size, type and nature to that of Luminant or the Company, as appropriate. Executive shall reportto the President and CEO of the Company with respect to his responsibilities to Luminant and the Company. Executive shall also serve as a member of the Strategy and Policy Committee for the Company. 

(b) During the Employment Term, Executive will devote Executive’s full business timeand best efforts to performance of the duties described in Section 2(a) and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere, directly or indirectly, withperformance of Executive’s duties. Executive may participate in civic and charitable activities and may serve on the board of non-profit organizations and on the board of one outside company, provided that Executive obtains prior approval ofthe board of directors of the Company (as used herein, the term “***Board***” shall mean the board of directors of the Company or a committee designated by such board), which shall not be unreasonably withheld, prior to acceptingappointment or reappointment to a board of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance ofExecutive’s duties hereunder or conflict with Section 9. 

3. **Base Salary**. During the Employment Term,Luminant shall pay Executive a base salary of $600,000 annually, payable in regular installments in accordance with the Luminant’s usual payment practices. Executive may be entitled to increases in his base salary in the sole discretion of theBoard, which shall make such determinations following its annual review process for executives. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “***Base Salary***.” 

4. **Annual Bonus**. With respect to each fiscal year during the Employment Term, Executive shall have theopportunity to earn an annual bonus award (the “***Annual Bonus***”) pursuant to the terms and conditions of the EFH Executive Annual Incentive Plan (“***AIP***”) of 85% of Base Salary in effect at the beginningof the applicable fiscal year (“***Target Award***”). The amount of the Annual Bonus shall be based upon the achievement of annual business performance targets and Executive’s individual performance, both as approved by theBoard; provided, however, if Luminant, the Company and/or Executive achieve superior performance targets as established by the Board, then Executive shall be eligible to receive a bonus award of up to 200% of his Target Award. Each Annual Bonus, ifany, shall be paid to Executive within two and one half(2 1/2) months after the end of the applicablefiscal year. 

5. **Executive Retention Award**. Executive shall earn a long-term cash bonus award equal to75% of the aggregate Annual Bonus amount actually earned by Executive for fiscal years 2009, 2010, and 2011 (the “***Retention Award***”); provided, that, subject to the provisions of Section 8 hereof, Executive is employed byLuminant, the Company or an Affiliate thereof on September 30, 2012. The Retention Award earned by Executive shall be paid to Executive in a lump sum on September 30, 2012. 

6. **Employee Benefits; Perquisites; Fringe Benefits**. 

(a) During the Employment Term, Executive shall be entitled to participate in Luminant’s group health, life, disability, and taxqualified and nonqualified 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 offered to other similarly situated executives ofthe Company, to the extent consistent with applicable law and the terms of the applicable plans. 

 

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(b) During the Employment Term, Executive shall be entitled to fringe benefits consistentwith the practices of the Company to the extent the Company provides similar benefits to other similarly situated executives and Executive is otherwise eligible to participate in such fringe benefit programs. 

(c) At the beginning of each calendar year during the Employment Term, Executive shall be entitled to five (5) weeks of paidvacation or the maximum number of days Executive is entitled to under the Company’s vacation policy, whichever is greater. Executive’s right to carry over unused vacation from one calendar year to the next shall be determined by theCompany’s vacation policy. Executive shall also be entitled to paid sick leave benefits in accordance with those provided to other similarly situated executives during the Employment Term. 

7. **Business Expenses**. Subject to Luminant’s standard policies and procedures with respect to expense reimbursement,Luminant shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, provided claims for reimbursement are submitted timely and with appropriate supportingdocumentation. 

8. **Termination**. Executive’s employment hereunder may be terminated by either the Company orExecutive at any time and for any reason; provided that, unless otherwise provided herein, either party will be required to give the other party at least sixty (60) days advance written notice of termination of Executive’s employment.Except as provided in Section 11, the provisions of this Section 8 shall exclusively govern Executive’s rights upon termination of employment with Luminant and its Affiliates (as defined in Section 9(c) below). 

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

(i) Executive’s employment may be terminated by the Company for Cause (as defined below) or by Executive’s voluntaryresignation without Good Reason (as defined below) and, in either case, Executive shall be entitled to receive: 

(A) withinten (10) business days following the date of termination, accrued, but unpaid Base Salary and unused vacation, earned through the date of termination; 

(B) in accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferredcompensation arrangement with Luminant), any accrued but unpaid Annual Bonus earned for any previously completed fiscal year; 

(C) within sixty (60) days of Executive’s claim for reimbursement, payment for any unreimbursed business expenses properlyincurred by Executive in accordance with Luminant’s policies prior to the date of Executive’s termination; provided that claims for reimbursement are accompanied by appropriate supporting documentation and are submitted to Luminant withinninety (90) days following the date of Executive’s termination of employment; 

 

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(D) Employee Benefits and stock compensation, if any, as to which Executive may be entitledunder the employee benefit plans of Luminant and its Affiliates or any agreement between Luminant (and/or its Affiliates) and Executive; and 

(E) any amounts payable or that may become payable pursuant to Section 8(g), Section 10(g) and/or Section 11(a) (theamounts described in clauses (A) through (E) hereof being referred to as the “***Accrued Rights***”). 

Followingtermination of Executive’s employment by the Company for Cause or voluntary resignation by Executive without Good Reason, except as set forth in this Section 8(a)(i) and for any rights to indemnification and claims for liability insurancecoverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

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

(A) “***Cause***” shall mean (i) if, in performing his duties to Luminant and the Company, Executive engages inconduct that constitutes (a) a material breach of his fiduciary duty to Luminant, the Company or their shareholders (including, without limitation, a material breach or attempted breach of the provisions under Section 9), (b) grossneglect or (c) gross misconduct resulting in material economic harm to Luminant or the Company, provided that any such conduct described in (a), (b) or (c) is not cured within ten (10) business days after Executive receives fromthe Company written notice thereof, 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 Executive’s Base Salary or Executive’s annualincentive compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunities that affects all salaried employees of Luminant proportionately); (ii) a transfer of Executive’s primaryworkplace by more than thirty-five (35) miles from the workplace on the Effective Date; (iii) a substantial adverse change in Executive’s duties or responsibilities; (iv) any material breach of this Agreement; or (v) anadverse change in Executive’s line of reporting to superior officers pursuant to the terms of this Agreement; provided, however, that any isolated, insubstantial or inadvertent failure by Luminant or the Company that is curedwithin ten (10) business days after Executive gives the Company written notice of any such event set forth above, shall not constitute Good Reason. 

(b) Disability or Death. 

(i) Executive’s employment shall terminate upon Executive’s death and may be terminated by the Company if Executive has aDisability (as defined below) and, in either case, Executive or Executive’s estate (as the case may be) shall be entitled to receive: 

(A) the Accrued Rights; 

(B) a portion of the Target Award that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscalyear of termination, such 

 

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portion to be determined by multiplying the Target Award by a fraction, the numerator of which is the number of days during which Executive was employed by Luminant in the fiscal year ofExecutive’s termination, and the denominator of which is 365 (the “***Pro-Rata Bonus***”), with such Pro-Rata Bonus payable to Executive pursuant to Section 4 as if Executive’s employment had not terminated; and

(C) if the termination occurs prior to September 30, 2012, the Retention Award, or a portion thereof, that Executivewould otherwise have been entitled to receive pursuant to Section 5 hereof, calculated as (i) 75% of the aggregate Annual Bonus amount(s) actually earned by Executive for any applicable fiscal year completed prior to the date ofExecutive’s termination, plus (ii) for a termination occurring in fiscal year 2010 or 2011, 75% of the Pro-Rata Bonus amount calculated pursuant to Section 8(b)(i)(B) above (the sum of such amounts referred to herein as the“***Pro-Rata Retention Award***”), with such Pro-Rata Retention Award payable to Executive as soon as practicable but no later than ninety (90) days following termination. For avoidance of doubt, the Retention Award paymentshall not be based on any Annual Bonus or Pro-Rata Bonus earned by or paid to Executive with respect to fiscal year 2012. 

FollowingExecutive’s termination of employment due to death or Disability, except as set forth in this Section 8(b)(i) 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. 

(ii)“***Disability***” shall mean Executive’s physical or mental incapacitation 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’s duties or responsibilities to another individual, on account of Executive’s inability to perform such duties due to a mental or physicalincapacity which is, or is reasonably expected to become, a long-term disability, then Executive’s employment shall not be deemed terminated by the Company and Executive shall not be able to resign with Good Reason. Any question as to theexistence of a Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree on aqualified independent physician, each shall appoint a physician and those two 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 finaland conclusive for all purposes of the Agreement and any other agreement with Executive that incorporates this definition of Disability. 

(c) By the Company Without Cause; Resignation by Executive for Good Reason. Executive’s employment hereunder may beterminated by the Company without Cause (other than by reason of death or Disability) or upon Executive’s resignation for Good Reason and, in either case (except as otherwise provided in Section 8(e)), Executive shall be entitled toreceive: 

(i) the Accrued Rights; 

 

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(ii) provided Executive (x) does not violate the restrictions set forth inSection 9 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against Luminant and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, andclaims as a stockholder of the Company): 

(A) for a termination occurring on or prior to the second anniversary of theOriginal Effective Date, a lump sum payment equal to (I) two (2) times the sum of Executive’s annualized Base Salary and Executive’s Target Award, plus (II) the Pro-Rata Retention Award, payable as soon as practicable but nolater than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; or 

(B) for a termination occurring after the second anniversary of the Original Effective Date, a lump sum payment equal to: (I) two(2) times Executive’s Base Salary, (II) the Pro-Rata Bonus, and (III) the Pro-Rata Retention Award, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in whichtermination occurs or (b) ninety (90) days following termination. 

(C) Executive, his spouse and eligibledependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Luminant’s group health plans on the same terms and conditions as active employees of Luminant until the earlier of(x) two (2) years from the date of termination of Executive’s employment (the “***Severance Period***”), to the extent that Executive was eligible to participate in such plans immediately prior to the date oftermination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 8(c)(ii)(C) when, in theabsence of the benefits provided in this Section 8(c)(ii)(C), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “***Code***”), Executiveshall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“***COBRA***”), Code Section 4980B, 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 orDisability) or upon Executive’s resignation for Good Reason, except as set forth in this Section 8(c) or otherwise provided in Section 8(e) and for any rights to indemnification and claims for liability insurance coverage underofficer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement. 

(d) Expiration of Employment Term. 

(i) In the event Executive elects not to extend the Employment Term pursuant to Section 1 and Executive’s employment has notbeen earlier terminated pursuant to Sections 8(a), (b), (c), or (e), the Employment Term shall expire and Executive’s employment hereunder shall terminate as of the end of the day immediately preceding the commencement of a subsequent RenewalTerm, and Executive shall be entitled to receive the Accrued Rights. 

 

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(ii) In the event the Company elects not to extend the Employment Term pursuant toSection 1 and Executive’s employment has not been earlier terminated pursuant to Sections 8(a), (b), (c), or (e), the Employment Term shall expire and Executive’s employment hereunder shall terminate as of the end of the dayimmediately preceding the commencement 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 8(c) orSection 8(e), as applicable. Except as set forth in this Section 8(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 anycompensation or any other benefits under this Agreement. 

(e) Change in Control. Notwithstanding any provisioncontained 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 Changein Control (as defined in the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates), Executive shall be entitled to receive: 

(i) the Accrued Rights; 

(ii) provided Executive (x) does not violate the restrictions set forth in Section 9 of this Agreement and (y) executes,delivers and does not revoke a general release of claims against Luminant and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company), a lump sumpayment equal to (A) two (2) times the sum of Executive’s annualized Base Salary and Executive’s Target Award, plus (B) the Pro-Rata Retention Award, payable as soon as practicable but no later than the earlier of:(i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination; and 

(iii) provided Executive (x) does not violate the restrictions set forth in Section 9 of this Agreement and (y) executes,delivers and does not revoke a general release of claims against Luminant and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company), Executive, hisspouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of Luminant’s group health plans on the same terms and conditions as active employees of Luminantuntil the earlier of (A) termination of the Severance Period, to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (B) until Executive is, or becomes, eligible forcomparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 8(e)(iii) when, in the absence of the benefits provided in this Section 8(e)(iii) Executivewould not be entitled to continuation coverage under Section 4980B of the Code, Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which theapplicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period. 

 

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Following Executive’s termination of employment without Cause (other than by reason of Executive’sdeath or Disability) or upon Executive’s resignation for Good Reason, in either case, within twenty-four (24) months following a Change in Control, except as set forth in this Section 8(e) and for any rights to indemnification andclaims 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 in accordance with Section 10(j) hereof. For purposes of this Agreement, a “***Notice of Termination***” shall mean a noticeindicating 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. 

(g) Section 4999. If, by reason of, or in connection with, any transaction that occurs after the Original Effective Date,Executive would be subject to the imposition of the excise tax imposed by Section 4999 of the Code related to Executive’s employment with Luminant, whether before or after termination of Executive’s employment, but the imposition ofsuch tax could be avoided by approval of shareholders described in Section 280G(b)(5)(B) of the Code, then Executive may ask the Company to seek such approval, in which case the Company will use its reasonable best efforts to cause suchapproval to be obtained and Executive will cooperate and execute such waivers as may be necessary so that such approval avoids imposition of any excise tax under Section 4999. If Executive fails to request that the Company seek such approval,or if Executive does request that the Company seek such approval, but fails to cooperate and execute such waivers as may be necessary in the approval process, Exhibit I shall not apply and Executive shall not be entitled to any gross-up paymentfor any resulting tax under Section 4999. If such approval, even if sought and obtained, would not avoid imposition of the excise tax imposed under Section 4999, then the provisions of Exhibit I attached hereto shall apply without anyprecedent obligation of Executive to seek such approval. 

9. **Restrictive Covenants**. 

(a) In consideration of the Company and Luminant entering into this Agreement with Executive and hereby promising and committingthemselves to provide Executive with Confidential Information and/or specialized training after Executive executes 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 Luminant, theSponsor Group, or any of their respective Affiliates, except when required to perform his duties to Luminant or one of its Affiliates, or by law or judicial process, provided that Executive gives Luminant reasonable notice of any legal or judicialproceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to: 

General Counsel 

Energy Future Holdings Corp. 

1601 Bryan Street,41st Floor 

Dallas, Texas 75201 

(214) 812-5389 (facsimile); 

 

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(ii) at any time during the Employment Term and for a period of eighteen (18) monthsthereafter (the “***Non-Compete Period***”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any othergeographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or 

(iii) at any time during the Employment Term and for a period of eighteen (18) months thereafter, directly or indirectly(A) solicit customers or clients of Luminant or any of its Affiliates to terminate their relationship with Luminant or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of Luminant or any of itsAffiliates, 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 Luminant or any of its Affiliates;

provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group orany of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of thisSection 9(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of Luminant or its Affiliates that are publicly traded on a national or regional stock exchange orquotation system or on the over-the-counter market if Executive (I) is not a controlling 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 suchPerson, and (B) the Non-Compete Period shall not be triggered by any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “***Sale ParticipationAgreement***”) or Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date hereof. 

(b) Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) areunreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for thestated period, scope or area. Because Executive’s services are unique and because Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement.In the event of a breach or threatened breach of this Agreement, Luminant, the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply

 

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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 orother security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 9, the Company’s rights and remedies with respect Executive’s Options, Option Stock, and Stock and paymentsrelated thereto, as those terms are defined in the Management Stockholder’s Agreement, by and between the Company (and related parties) and Executive (the “***Management Stockholder’s Agreement***”) shall be limited tothose set forth in Section 22(c) of the Management Stockholder’s Agreement. 

(c) For purposes of this Agreement, theterms listed below shall be defined as follows: 

(i) “***Affiliate***” shall mean with respect to anyPerson, any entity directly or indirectly controlling, controlled by or under common control 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 SponsorGroup or any member of the Sponsor Group. 

(ii) “***Competing Business***” shall mean any business thatdirectly or indirectly competes, at the relevant determination date, with one or more of the businesses of Luminant or any of its Affiliates in any geographic area where Texas Energy Future Holdings Limited Partnership, the Company, or any of theirrespective subsidiaries operates. 

(iii) “***Confidential Information***” shall mean information:(A) disclosed to or known by Executive as a consequence of or through his employment with Luminant or any Affiliate; (B) not publicly available or not generally known outside Luminant or any Affiliate; and (C) that relates to thebusiness and development of Luminant or any Affiliate. Any information that does not meet each of the criteria listed above (in subsections (A) – (C)) shall not constitute Confidential Information. By way of example, ConfidentialInformation shall include but not be limited to the following: all non-public information or trade secrets of Luminant or any Affiliate that gives Luminant or any Affiliate a competitive business advantage or the opportunity of obtaining suchadvantage, or disclosure of which might be detrimental to the interests of Luminant or any Affiliate; information regarding Luminant’s or any Affiliate’s business operations, such as financial and sales data (including budgets, forecasts,and historical financial data), operational information, plans, and strategies; business and marketing strategies and plans for various products and services; rate and regulatory strategy and plans; information regarding suppliers, consultants,employees, and contractors; technical information concerning products, equipment, services, and processes; procurement procedures; pricing and pricing techniques; information concerning past, current and prospective customers, investors, andbusiness affiliates; plans or strategies for expansion or acquisitions; budgets; research; trading methodologies and terms; communications information; evaluations, opinions, and interpretations of information and data; marketing and merchandisingtechniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid toconsultants or other service providers; and Luminant’s or any Affiliate’s files, physical or electronic documents, equipment, and proprietary data or material in whatever form including all copies of all such materials. By way ofclarification (but not limitation), information that Executive conceived or developed during his employment with Luminant or an Affiliate or learned from other employees or contractors of Luminant or an Affiliate that meets the definition ofConfidential Information shall be treated as such. 

 

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(iv) “***Person***” shall mean “person,” as such term is usedfor purposes of Section 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 Groupand their respective Affiliates. 

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

10. **Miscellaneous**. 

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas withoutregard to conflicts of laws principles thereof. 

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

(c) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not beconsidered 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 other term of this Agreement. 

(d) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal orunenforceable 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 Luminant or the Company to a person or entity which is anAffiliate or a successor in interest to substantially all of the business operations of Luminant or the Company, provided that the assignee expressly assumes all obligations of Luminant and/or the Company under this Agreement and all other relatedagreements to which Executive, the Company and/or Luminant are parties. Upon such assignment, the rights and obligations of Luminant and/or the Company hereunder shall become the rights and obligations of such Affiliate or successor person orentity. 

(f) Set Off; Mitigation. Except as otherwise provided in Section 10(o), the obligations of Luminant andthe Company to pay Executive the amounts provided and to make 

 

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the arrangements provided hereunder shall not be subject to setoff, counterclaim or recoupment of amounts owed by Executive to Luminant, the Company and/or their Affiliates. Executive shall notbe required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment and, except as expressly provided herein, no amount payable hereunder shall be reduced by any payments or benefits received fromsuch subsequent employment. 

(g) Compliance with Section 409A of the Code. Notwithstanding anything herein to thecontrary, if, at the time of Executive’s termination of employment with Luminant, the Company or Luminant has securities that are publicly traded on an established securities market, and Executive is a “specified employee” (as definedin Section 409A of the Code), and the deferral of the commencement of any payments or benefits otherwise payable pursuant to Section 8 is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code,then, to the extent permitted by Section 409A of the Code, Luminant will defer any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to Executive) until the date that is six(6) months following Executive’s termination of employment with Luminant (or the earliest date as is permitted under Section 409A of the Code), provided that amounts which do not exceed the limits set forth inSection 402(g)(1)(B) of the Code in the year of such termination shall be payable immediately upon termination. Any payments or benefits deferred due to such requirements will be paid in a lump sum to Executive at the end of such six(6) month period. Luminant shall consult with Executive in good faith regarding the implementation of the provisions of this Section 10(g). 

(h) Indemnity. The Company and its subsidiaries shall indemnify and hold Executive harmless for all acts and omissions occurringduring his employment or service as a member of the board of directors or managers (as applicable) of any of the Company and/or its subsidiaries, to the maximum extent provided under each of the Company’s and such subsidiaries’ charter,certificate of formation, limited partnership agreement, by-laws and applicable law. During the Employment Term and for a term of six (6) years thereafter, the Company, or any successor to the Company, the Company’s subsidiaries (to theextent not covered under the terms of the Company’s insurance policy), and each of their respective successors, shall purchase and maintain, at their own expense, directors’ and officers’ liability insurance providing coverage forExecutive in the same amount as, and with terms no less favorable than, for members of their respective boards of directors or managers (as applicable). 

(i) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of Executive’s death before receiving all amounts and benefits due to him hereunder, such amounts shall be payable toExecutive’s estate or as otherwise provided under applicable benefit plans or arrangements. 

(j) Notice. For thepurpose of this Agreement, notices and all other communications 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 mailedby United States registered mail, return receipt requested, 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 accordanceherewith, except that notice of change of address shall be effective only upon receipt. 

 

If to Company or

Luminant to:
  
Energy Future Holdings Corp.

1601 Bryan Street,41st Floor

Dallas, Texas 75201-3411

Attention: GeneralCounsel
If to Executive to:  The most recent address on file with the Company
 

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(k) Executive Representation. Executive hereby represents to Luminant and the Companythat his execution and delivery of this Agreement and performance of his duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement, separation agreement or other agreement or policy to whichExecutive is a party or otherwise bound. 

(l) Captions; Section References. The captions included herein are forconvenience of 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 successor sections. 

(m) Further Assurances. The parties shall, with reasonable diligence, do all things and provide all reasonable assurances as maybe required 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. 

(n) 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 Company andits Affiliates shall use reasonable efforts to avoid material interference with Executive’s business or personal activities. The Company shall pay all of Executive’s reasonable expenses incurred in connection with providing suchcooperation. 

(o) Withholding. Luminant may withhold from any amounts payable under this Agreement such federal, stateand local taxes as may be required to be withheld pursuant to any applicable law or regulation. In addition, Executive expressly authorizes and agrees that any amounts he owes in relation to any travel or credit cards issued or sponsored by Luminantor the Company, the energy conservation program, the appliance purchase program, or salary, bonus, vacation or other benefit overpayments, may be offset and deducted from any payments due to Executive pursuant to this Agreement. 

(p) 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. 

 

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

11. **Special Employment Provisions**. 

(a) Survival of Prior Agreements.****Notwithstanding Section 10(b), this Agreement shall not supersede the Deferred ShareAgreement, by and among the Company and Executive, dated July 7, 2008. 

(b) Severance Payments if Executive Elects Notto Renew Term. Notwithstanding anything to the contrary herein, in the event Executive elects not to extend the Employment Term pursuant to Section 1 and Executive’s employment has not been earlier terminated pursuant to Sections 8(a),(b), (c), or (e), Executive shall be entitled to receive, in addition to the Accrued Rights, the rights set forth in Section 8(d)(ii) hereof. 

 

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**IN WITNESS WHEREOF**, the parties hereto have duly executed this Agreement as of theday and year first above written. 

 
**ENERGY FUTURE HOLDINGS CORP.**By: 
    /s/ Richard J. Landy
 Richard J. Landy Executive Vice President**LUMINANT HOLDING COMPANY, LLC**By: 
    /s/ Richard J. Landy
 Richard J. Landy Executive Vice President**EXECUTIVE:**
        /s/ Mark AllenMcFarland

    Mark Allen McFarland

**Exhibit I**

**Paragraph 1.**In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, anyAffiliate, or one or more trusts established by the Company or any Affiliate for the 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, orotherwise) (a “***Payment***”) is subject to the excise tax imposed by Section 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 suchinterest and penalties, hereinafter collectively referred to as the “***Excise Tax***”), Executive shall be entitled to receive an additional payment (a “***Gross-Up Payment***”) in an amount such that afterpayment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed withrespect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 

**Paragraph 2.**All determinations required to be made under this Exhibit I, including whether and when a Gross-Up Payment is required andthe amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Alvarez & Marsal, or such other nationally recognized accounting firm as may bedesignated 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 therehas been a 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 toindividuals in 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 placeof employment 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 applicableto individuals 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 theCompany to 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 andExecutive thereafter is required to make a payment of 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 the Company to or for the benefit ofExecutive (but in any case no later than the calendar year following the calendar year in which such tax was payable). 

 

Exhibit I-1 

**Paragraph 3.**Executive shall notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claimand shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he givessuch 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 the Company notifies Executive in writing prior to the expiration of such period that it desires to contest suchclaim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing fromtime to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claimand (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connectionwith 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 andexpenses. Without limitation on the foregoing provisions of this Paragraph 3, the Company shall control all proceedings taken in 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 direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executiveagrees 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 Executiveto 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 respect to such advance; provided, further, that if Executive is required to extend the statute of limitations toenable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunderand Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 

**Paragraph 4.**If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Exhibit I, Executivebecomes 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 received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Paragraph 3 of this Exhibit I, a determination ismade 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 denial of refund prior to the expiration of thirty (30) days after suchdetermination, 

 

Exhibit I-2 

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 the Gross-Up Payment required to bepaid. 

**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 thecalendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution. 

 

Exhibit I-3